American Restaurant Concepts, Inc. Announces Closing of Equity Investment

JACKSONVILLE, Fla., Nov. 5, 2012 /PRNewswire/ -- American Restaurant Concepts, Inc. (OTCBB: ANPZ), the operator and franchisor of America's award-winning Dick's Wings^® restaurants, announced today that Michael Rosenberger, the Company's CEO, completed the sale of 15,530,000 shares of the Company's common stock to William D. Leopold II on November 2^nd in an all cash deal.

Mr. Rosenberger originally agreed to sell the shares to Seenu G. Kasturi, CEO of Blue Victory Holdings, in January 2012.  However, due to contractual restrictions in certain franchising agreements to which Mr. Kasturi is a party, Mr. Kasturi is not permitted to own more than 10% of the outstanding common stock of American Restaurant Concepts.  Mr. Kasturi has agreed to allow American Restaurant Concepts to complete the transaction with Mr. Leopold to ensure that he remains in full compliance with the terms of the franchising agreements. 

Mr. Kasturi purchased 1,281,000 shares of common stock, representing 3.5% of the Company's outstanding shares of common stock, at various times prior to October 2012, and may increase his beneficial ownership stake in the Company to at least 9.5% of the Company's outstanding shares of common stock in the future.  The 15,530,000 shares that Mr. Leopold purchased from Mr. Rosenberger represent 41.7% of the Company's outstanding shares of common stock.  Mr. Rosenberger has retained beneficial ownership of 4,573,000 shares, representing 12.3% of the Company's outstanding shares of common stock.

Mr. Leopold is a successful money manager and private investor who has acquired a substantial amount of expertise with business management, operational excellence, and asset management during his career.  He successfully built his own financial management franchise portfolio which managed $85 million in assets at the time of divestiture.  Mr. Leopold partnered with Mr. Kasturi as a Financial Planner for several years before retiring.  Prior to that, Mr. Leopold served with distinction for over 20 years in the United States Armed Forces as a Sergeant in the United States Marine Corps.  He is also a chartered financial consultant and was formerly an SEC-registered broker and investment adviser representative. 

"I am delighted to have made this equity investment in American Restaurant Concepts and look forward to helping the Company achieve significant progress going forward," stated William D. Leopold II.  "The Dick's Wings^® restaurant franchise is a well-known brand in Florida and a tremendous core asset of the Company.  The strength of the Dick's Wings^® enterprise will serve as a solid foundation upon which American Restaurant Concepts can grow into a leading national brand."

"I am very excited that Bill Leopold has agreed to become a part of American Restaurant Concepts," stated Seenu Kasturi, CEO of Blue Victory Holdings.  "Bill is a tremendous individual who brings a great deal of business experience to the Company.  Together, Bill, Michael Rosenberger and I will pursue the strategic initiatives that Michael and I had originally agreed upon to grow the Company into an immensely successful national brand."  

Seenu Kasturi, William Leopold and Michael Rosenberger intend to expand the Dick's Wings^® brand into new U.S. territories through innovation and brand building.  Key elements of this expansion plan include: 

• the execution of the next round of financial and operational improvements to the Company's existing Dick's Wings^® restaurants to improve their respective sales and profitability;
• continued organic growth of the Company through the opening of new Dick's Wings^® restaurants in Florida and the U.S.; and
• the creation of new revenue streams for the Company through the provision of additional services, such as franchise management and operation services.

"I am very excited to have completed this transaction with Bill Leopold," stated Mr. Rosenberger, CEO of American Restaurant Concepts.  "Bill, Seenu and I share a common vision and entrepreneurial passion, as well as common brand goals, which makes Bill and Seenu ideal partners for the long-term development of American Restaurant Concepts.  I am also very pleased that the Company's current team of employees and consultants will retain their positions within the Company and that they will each remain invested in the business."

About American Restaurant Concepts, Inc.

American Restaurant Concepts, Inc., headquartered in Jacksonville, Florida, is the owner, operator and franchisor of the Dick's Wings & Grill^® full-service restaurants and Dick's Wing Express^® express restaurants.  The company prides itself on the 365 original mouth-watering flavors it has created for its premium grade chicken wings.  Dick's Wings^® offers customers the freshest wings, sandwiches, burgers, wraps, salads and signature waffle fries, all in a unique setting that combines a family-friendly environment with a sports-themed restaurant.  Dick's Wings^® chicken wings have won numerous awards in Florida and Georgia, including having been voted "Best Chicken Wings in Northeast Florida" 12 consecutive years by Folioweekly magazine.  Dick's Wings^® currently has 16 full-service restaurants and 2 express restaurants.  Fifteen of the restaurants are located in Florida and one is located in Georgia.  For more information on the company, please visit its website at www.dickswingsandgrill.com.

About Blue Victory Holdings, Inc.

Blue Victory Holdings, Inc., headquartered in Lafayette, Louisiana, is a private equity firm that is focused primarily on the development and management of branded assets, real estate and other endeavors.  It concentrates its activities on opening, managing, rehabilitating, buying and disposing of a variety of undervalued assets for the purpose of maximizing shareholder return.  The company and its affiliates are expected to produce more than $25 million in revenue during 2012.  For more information on the company, please visit its website at www.bluevictoryholdings.com.

Safe Harbor Provision

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact contained herein, including, without limitation, statements regarding the company's future financial position, business strategy, budgets, projected revenues and costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors set forth in the company's Annual Report on Form 10-K for the year ended December 25, 2011 and its other filings and submissions with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the company assumes no obligation to update or revise any of the information contained in this press release.

SOURCE American Restaurant Concepts, Inc.