Bourbon Brothers Holding Company, LLC signed a non-binding letter of intent to acquire Smokin Concepts Development Corporation (OTCPK:RIBS) from Gary Tedder, J.W. Roth, David Lavigne, Accredited Members Acquisition Corp., Robert B. Mudd and others in a reverse merger transaction on August 1, 2013. Under the terms of the transaction, Bourbon Brothers will hold up to 80% of the Smokin Concepts' post-transaction equity. If Smokin Concepts negotiates and enters into a definitive agreement with Bourbon Brothers, then upon closing approximately 38.2 million shares may be issued to Bourbon Brothers shareholders. A special meeting of Smokin Concepts shareholders will be held on November 11, 2013, in connection with the approval of the transaction. Until such meeting, J.W. Roth and Robert B. Mudd will serve as Directors of Smokin Concepts.

On closing of the transaction, Smokin Concepts Development Corporation intends to change its name to Bourbon Brothers Holding Corporation. The name change is subject to shareholder approval. The Board of Directors of Smokin Concepts Development has fixed the date for the close of business on October 2, 2013. A definitive agreement is expected to be executed in early November 2013. The transaction is subject to certain contingencies, including the negotiation of a definitive agreement, transfer of 49% stake in Bourbon Brothers Restaurant Group to Bourbon Brothers Investors, LLC, obtaining approval of the transaction from a majority of the votes cast by disinterested shareholders of the Smokin Concepts and approval by the members of Bourbon Brothers. Bourbon Brothers Holding Company, LLC entered into an acquisition agreement to acquire Smokin Concepts Development Corporation (OTCPK:RIBS) from Gary Tedder, J.W. Roth, David Lavigne, Accredited Members Acquisition Corp., Robert B. Mudd and others in a reverse merger transaction on September 30, 2013.

On November 8, 2013, Smokin Concepts Development Corporation and Bourbon Brothers Holding amended the acquisition agreement by entering into a first amendment to acquisition agreement. Material terms of the first amendment to acquisition agreement were for Smokin Concepts Development Corporation to issue up to 38.52 million total shares including shares of common stock to Bourbon Brothers Holding class B non-voting members and shares of Series A convertible preferred stock to BBHC class A voting members upon closing the transaction. Prior to the closing of the transaction, a significant component of the transaction involves the successful tax free spinoff of 49% of the ownership of Bourbon Brothers Southern Kitchen Colorado Springs, LLC from Bourbon Brothers Restaurant Group, LLC to BBHC's class A voting and class B non-voting members to an entity called Bourbon Brothers Investors, LLC.

The Boards of directors of Smokin Concepts Development Corporation have unanimously approved the transaction. The transaction and the exchange ratio have been approved by the disinterested shareholders of the Smokin Concepts. Theresa M. Mehringer of Burns Figa & Will acted as legal advisor for Smokin Concepts Development Corporation. Darren Hensley of Polsinelli Shughart PC acted as legal advisor for Bourbon Brothers Holding Company