UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended August 31, 2009





[  
] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from __________ to _________





Commission
file number: 333-160517





RESTAURANT CONCEPTS OF
AMERICA INC.


(Name of
registrant in its charter)





Nevada
            5810
            26-3121630(State
      or jurisdiction
            (Primary
      Standard
            (IRS
      Employerof
      incorporation or
            Industrial
            Identificationorganization)
            Classification
            No.)Code
      Number)





11301
Lakeline Boulevard


Austin, Texas
78717


(Address
of principal executive offices)





(512)
585-5511


(Registrant's
telephone number)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF


THE
EXCHANGE ACT:





None.





SECURITIES
REGISTERED PURSUANT TO SECTION 12(G) OF


THE
EXCHANGE ACT:





None.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [   ] No [X].





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes [   ] No [X]








Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter periods that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [   ]





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K  contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer [  ]
            Accelerated
      filer [  ]Non-accelerated
      filer  [  ]
            Smaller
      reporting company  [X]








Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No [  ].





The
aggregate market value of the issuer's voting and non-voting common equity held
by non-affiliates computed by reference to the closing price of such common
equity on the Over-The-Counter Bulletin Board as of February 28, 2009, the end
of the issuer’s most recently completed second fiscal quarter, was $0 as there
was no market for the issuer’s common equity as of February 28,
2009.





At
December 11, 2009, there were 10,160,003 shares of the Issuer's common stock
outstanding, which number includes 50,000 shares of common stock which the
Issuer has agreed to issue, but which have not been physically issued as of the
date hereof (as described below).























TABLE
OF CONTENTS





PART
I





ITEM
      1. BUSINESS
            4ITEM
      1A. RISK FACTORS
            7ITEM
      2. PROPERTIES
            14ITEM
      3. LEGAL PROCEEDINGS
            14ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            14





PART
II





ITEM
      5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES
            15ITEM
      6. SELECTED FINANCIAL DATA
            16ITEM
      7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
            16ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
            F-1ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
            20ITEM
      9A. CONTROLS AND PROCEDURES
            20ITEM
      9B. OTHER INFORMATION
            20





PART
III




ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
            21ITEM
      11. EXECUTIVE COMPENSATION
            22ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS
            24ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            25ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
            26





PART
IV





ITEM
      15. EXHIBITS
            27SIGNATURES
            28










PART
I





FORWARD-LOOKING
STATEMENTS





ALL
STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS",
"ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR
FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE
GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR
FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES.
THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE
HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS
ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE
UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-K,
UNLESS ANOTHER DATE IS STATED, ARE TO AUGUST 31, 2009. AS USED HEREIN, THE
"COMPANY," “RESTAURANT CONCEPTS,” “ROCA”, "WE," "US," "OUR" AND WORDS OF SIMILAR
MEANING REFER TO RESTAURANT CONCEPTS OF AMERICA INC.





ITEM
1. BUSINESS





Overview





The
Company was incorporated in Nevada on August 1, 2008.  We are
currently a development stage company and plan to operate as a restaurant
holding company specializing in the development and expansion of proven
independent restaurant concepts into multi-unit locations through
corporate-owned stores, licensing, and franchising opportunities, funding
permitting.  We have not generated any significant revenues to date,
nor do we currently have any significant assets; however, as described in
greater detail below, we do have one client with whom we have contracted
with.  Our mailing address is 11301 Lakeline Boulevard, Austin, Texas
78717, our telephone number is (512) 585-5511 and our fax number is (512)
331-5896.





Business
Overview





We
believe there are compelling opportunities in the restaurant industry to acquire
proven independent restaurant concepts and expand through the opening of
corporate-owned stores offering franchise opportunities.  The Company
envisions that there will be acquisition opportunities in the sandwich,
bakery-cafe, quick-casual, casual dining and family dining segments of the
restaurant industry, and the Company hopes to actively pursue acquisitions in
such dining segments in the future, funding permitting.  The Company
will not, however, actively pursue quick service restaurant (“QSR”), or “fast
food” restaurant, opportunities but will evaluate potential QSR acquisitions on
a case-by-case basis.





4


The
Company believes that the ideal independent restaurant concept acquisition
candidate has the following characteristics:





•
            Average
      unit volumes (“AUVs”) higher than comparable concepts within its
      segment;•
            Unit
      build-out costs which are less than the AUV’s historically generated by
      the concept;•
            Unit-level
      earnings before interest, taxes, depreciation, amortization and rent
      (“EBITDAR”) that is higher than comparable concepts within its
      segment;•
            Prime
      costs, equal to food and variable labor costs, that are lower than
      comparable concepts within its
segment;


•
            A
      strong presence in a desirable demographic marketing area (“DMA”) that can
      act as a strong foundation from which to grow; and•
            Appeal
      across multiple day-parts (i.e. breakfast, lunch and
    dinner).





The
Company’s current business plan anticipates franchising its future concepts once
they have been incubated and sufficiently developed to generate interest from
potential franchisees, of which there can be no assurance.  The
Company plans to weigh the advantages and disadvantages of franchising for any
of its future portfolio concepts assuming each concept has been developed
through corporate-owned locations, of which there can be no assurance, to a
point where franchising is feasible.  It is important to note that we
have had no discussions pertaining to any acquisitions and none have been
identified to date.  Furthermore, we do not currently have sufficient
cash on hand to complete any acquisitions, in the event any are located, and
will need to raise significant additional capital in the future to complete any
proposed acquisitions.  The Company offers no assurances that it will
complete any acquisitions in the future.





The
Company believes that franchising typically provides the most cost-effective way
to rapidly expand successful concepts by mitigating the risk involved with new
concepts and providing a steady stream of cash flow to the franchisor in the
form of royalty payments.  Our management typically sees royalty
payments of 3% to 6% of gross restaurant revenue, which are not affected by cost
increases at the franchisee level.  In fact, based on the Company’s
discussions with various finance groups and private equity firms, the revenue
stream from franchisee royalty payments to the franchisor is predictable and
steady enough that many restaurant concept buyouts are being financed through
securitization of future royalty payments from the concept’s franchisees, a
trend that the Company can make no assurances will continue in the
future.





The
Company plans to weigh the advantages and disadvantages of franchising for each
of future portfolio concepts (if any) once such concept has been developed
through corporate-owned locations to a point where franchising is feasible, of
which there can be no assurance.  It is important to note that we have
had no discussions pertaining to any acquisitions and none have been identified
to date.  Additionally, the Company offers no assurances that it will
complete any acquisitions in the future.




On or
around August 4, 2009, the Company entered into a Consulting Agreement with
Restaurant Growth Partners (“Restaurant Growth” and the “Consulting
Agreement”).  Pursuant to the Consulting Agreement, Restaurant Growth
agreed to retain our services for a term of three months, subject to extension
as provided below.  We agreed to perform services for Restaurant
Growth as an independent contractor including: making recommendations of
prospective acquisition targets for Restaurant Growth; analyzing any such
prospective targets; providing consultation on new concept development;
assistance with preparing presentation materials to potential targets or funding
sources; assistance with the preparation of operational and marketing plans, and
other consulting services as requested by Restaurant Growth from time to
time.





Pursuant
to the Consulting Agreement, Restaurant Growth agreed to pay us a $5,000
non-refundable retainer fee for the first three months of the Consulting
Agreement, which funds we have received to date.  The Consulting
Agreement has since expired and the Company does not anticipate receiving any
additional consideration in connection with the Consulting Agreement moving
forward.








5


Industry
Trends





According
to rankings in Restaurants and Institutions Magazine’s 43rd annual “Top 400”
chains, the combined revenue of the 400 largest US-based restaurant chains was
$277.2 billion in 2006, representing a 6.8% increase over 2005.”





Intellectual
Property





The
Company does not own any patents, licenses or copyrights related to its
business.





Competition





The
restaurant industry is highly competitive and fragmented. The Company expects
competition to intensify in the future. The Company expects to compete with
numerous national, regional and local restaurants, restaurant holding companies
and restaurant chains, many of which have substantially greater financial,
managerial and other resources than those presently available to the
Company.  Further, in the event the Company acquires and/or
establishes restaurant concepts that can be franchised, the Company will compete
with numerous other restaurants for potential franchisees.  Numerous
well-established companies are focusing significant resources on building and
establishing profitable restaurant concepts that currently compete and will
compete with the Company's business in the future.  The Company can
make no assurance that it will be able to effectively compete with other
restaurant developers or that competitive pressures, including possible downward
pressure on the restaurant industry as a whole, will not arise. In the event
that the Company cannot effectively compete on a continuing basis or competitive
pressures arise, such inability to compete or competitive pressures will have a
material adverse effect on the Company’s business, results of operations and
financial condition.





The
Company's primary focus will be restaurant concepts included in the market
segment "Fast Casual" or "Convenient Casual" dining.  Fast Casual and
Convenient Casual concepts are defined by several characteristics including walk
up counter service, quality product offerings and upgraded
atmospheres.  Competitors in the Fast Casual and/or Convenient Casual
segments include among other businesses, many deli's and bakery cafes similar to
La Madeleine, Atlanta Bread Company, and Panera Bread.





Employees





As of the
date of this filing, David Cho, our President, Chief Executive Officer and
Director, is our only full-time employee.  Mr. Cho spends
approximately 40 hours per week on Company matters.  Pete Wainscott
works for the Company only in his capacity as Director and spends approximately
5-10 hours per week on Company matters.  The Company has no other
employees or contactors.





Blank Check Company
Issues





Rule 419
of the Securities Act of 1933, as amended (the “Act”) governs offerings by
“blank check companies.”  Rule 419 defines a “blank check company” as
a development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and issuing “penny
stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as
amended.





Our
management believes that the Company does not meet the definition of a “blank
check company,” because, while we are in the development stage, we do have a
specific business plan and purpose as described above, and our current purpose
is not to engage in a merger or acquisition, and as such, we should not
therefore be characterized as a “blank check company.”




6


ITEM 1A. RISK
FACTORS.





Our
securities are highly speculative and should only be purchased by persons who
can afford to lose their entire investment in us. You should carefully consider
the following risk factors and other information in this filing before deciding
to become a holder of our common stock. If any of the following risks actually
occur, our business and financial results could be negatively affected to a
significant extent.





The
Company's business is subject to the following Risk Factors (references to
"our," "we," "RCOA" and words of similar meaning in these Risk Factors refer to
the Company):





WE HAVE FUTURE CAPITAL NEEDS
AND WITHOUT ADEQUATE CAPITAL WE MAY BE FORCED TO CEASE OR CURTAIL OUR BUSINESS
OPERATIONS.





Our
growth and continued operations could be impaired by limitations on our access
to capital markets.   Furthermore, we can give no assurances that
the limited capital we have raised and the additional capital available to us
from our principals, if any, will be adequate for our long-term
growth.  If financing is available, it may involve issuing securities
senior to our common stock, or equity financings which are dilutive to holders
of our common stock.  In addition, in the event we do not raise
additional capital from conventional sources, such as our existing investors or
commercial banks, there is every likelihood that our growth will be restricted
and we may be forced to scale back or curtail implementing our business plan
(see also the description of our required capital for fiscal 2010 as described
below under “Liquidity and Capital Resources”).





Even if
we are successful in raising capital in the future, we will likely need to raise
additional capital to continue and/or expand our operations.  If we do
not raise the additional capital, the value of any investment in our Company may
become worthless. In the event we do not raise additional capital from
conventional sources, it is likely that we may need to scale back or curtail
implementing our business plan.  As of the date of this filing, we
have only limited operations and have not generated any significant revenues
since the Company’s inception on August 1, 2008.




WE HAVE NOT GENERATED ANY
SIGNIFICANT REVENUES SINCE OUR INCEPTION IN AUGUST 2008.





Since the
our inception in August 2008, we have yet to generate any significant revenues,
and currently have only limited operations, as we are presently in the
development stage of our business development.  We make no assurances
that we will be able to generate any significant revenues in the future and/or
that we will be able to gain clients in the future to build our business to the
level of revenue generation.





SHAREHOLDERS WHO HOLD
UNREGISTERED SHARES OF OUR COMMON STOCK ARE SUBJECT TO RESALE RESTRICTIONS
PURSUANT TO RULE 144, DUE TO OUR STATUS AS A “SHELL
COMPANY.”





Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets.  Consequently, we are a “shell company” pursuant to Rule 144,
and as such, sales of our securities pursuant to Rule 144 are not able to be
made until 1) we have ceased to be a “shell company; 2) we are subject to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have
filed all of our required periodic reports for at least the previous one year
period prior to any sale pursuant to Rule 144; and a period of at least twelve
months has elapsed from the date “Form 10 information” has been filed with the
Commission reflecting the Company’s status as a non-“shell
company.”  Because none of our non-registered securities can be sold
pursuant to Rule 144, until at least a year after we cease to be a “shell
company”, any non-registered securities we sell in the future or issue to
consultants or employees, in consideration for services rendered or for any
other purpose will have no liquidity until and unless such securities are
registered with the Commission and/or until a year after we cease to be a “shell
company” and have complied with the other requirements of Rule 144, as described
above.  As a result, it may be harder for us to fund our operations
and pay our consultants with our securities instead of
cash.  Furthermore, it will be harder or us to raise funding through
the sale of debt or equity securities unless we agree to register such
securities with the Commission, which could cause us to expend additional
resources in the future.  Our status as a “shell company” could
prevent us from raising additional funds, engaging consultants, and using our
securities to pay for any acquisitions (although none are currently planned),
which could cause the value of our securities, if any, to decline in value or
become worthless.





7


OUR AUDITORS HAVE RAISED
SUBSTANTIAL DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN.





We have
not generated any revenues through August 31, 2009, had a working capital
deficit of $28,104 as of August 31, 2009 and had a net loss of $20,300 for the
period from inception (August 1, 2008) to August 31, 2008 and a net loss of
$34,305 for the year ended August 31, 2009.  These factors among
others indicate that we may be unable to continue as a going concern,
particularly in the event that we cannot obtain additional financing and/or
attain profitable operations.  The accompanying financial statements
do not include any adjustments that might result from the outcome of this
uncertainty and if we cannot continue as a going concern, your investment could
become devalued or even worthless.




THE SUCCESS OF THE COMPANY
DEPENDS HEAVILY ON DAVID CHO AND PETE WAINSCOTT AND THEIR INDUSTRY
CONTACTS.





The
success of the Company will depend on the abilities of David Cho, our President,
Chief Executive Officer, and Director, and Pete Wainscott, our Director, to
generate business from their existing contacts and relationships within the
restaurant industry.  The loss of Mr. Cho or Mr. Wainscott will have a
material adverse effect on the business, results of operations (if any) and
financial condition of the Company.  In addition, the loss of Mr. Cho
or Mr. Wainscott may force the Company to seek a replacement or replacements,
who may have less experience, fewer contacts, or less understanding of the
Company’s business.  Further, we can make no assurances that we will
be able to find a suitable replacement for either Mr. Cho or Mr. Wainscott,
which could force the Company to curtail its operations and/or cause any
investment in the Company to become worthless.  The Company does not
have an employment agreement with Mr. Cho or Mr. Wainscott.





OUR OFFICERS AND DIRECTORS
EXERCISE MAJORITY VOTING CONTROL OVER THE COMPANY AND THEREFORE EXERCISE CONTROL
OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW
DIRECTORS.





David
Cho, our President, Chief Executive Officer, and Director, can vote an aggregate
of 5,500,000 shares, equal to 54.1% of our outstanding common stock and Pete
Wainscott, our Director can vote an aggregate of 3,500,000 shares, equal to
34.4% of our outstanding common stock.  Therefore, Mr. Cho and Mr.
Wainscott are able to vote 88.5% of our outstanding shares of common stock and
therefore exercise control in determining the outcome of all corporate
transactions or other matters, including the election of directors, mergers,
consolidations, the sale of all or substantially all of our assets, and also the
power to prevent or cause a change in control. Any investors who purchase shares
will be minority shareholders and as such will have little to no say in the
direction of the Company and the election of Directors. Additionally, it will be
difficult if not impossible for other shareholders to remove Mr. Cho or Mr.
Wainscott as Directors of the Company, which will mean they will remain in
control of who serves as officers of the Company as well as whether any changes
are made in the Board of Directors. As a potential investor in the Company, you
should keep in mind that even if you own shares of the Company's common stock
and wish to vote them at annual or special shareholder meetings, your shares
will likely have little effect on the outcome of corporate
decisions.




8


OUR OFFICERS AND DIRECTORS
HAVE OTHER EMPLOYMENT OUTSIDE OF THE COMPANY, AND AS SUCH, MAY NOT BE ABLE TO
DEVOTE SUFFICIENT TIME TO OUR OPERATIONS.





David
Cho, our President, Chief Executive Officer, and Director is our only employee,
and he along with Pete Wainscott, our Director, are our only officers and
Directors. Further, Mr. Cho and Mr. Wainscott each currently have employment
outside of the Company.  As such, Mr. Cho spends approximately 40
hours per week on Company matters and Mr. Wainscott only spends approximately
5-10 hours per week on Company matters; and as such, they may not be able to
devote a sufficient amount of time to our operations.  This may be
exacerbated by the fact that Mr. Cho is currently our only
officer.  If Mr. Cho and Mr. Wainscott are not able to spend a
sufficient amount of their available time on our operations, we may never gain
any clients, may not ever generate any significant revenue and/or any investment
in the Company could become worthless.





OUR LIMITED OPERATING
HISTORY MAKES IT DIFFICULT TO FORECAST OUR FUTURE RESULTS, MAKING ANY INVESTMENT
IN US HIGHLY SPECULATIVE.





We have a
limited operating history, and our historical financial and operating
information is of limited value in predicting our future operating
results.  We may not accurately forecast customer behavior and
recognize or respond to emerging trends, changing preferences or competitive
factors facing us, and, therefore, we may fail to make accurate financial
forecasts.  Our current and future expense levels are based largely on
our investment plans and estimates of future revenue.  As a result, we
may be unable to adjust our spending in a timely manner to compensate for any
unexpected revenue shortfall, which could then force us to curtail or cease our
business operations.





OUR INDUSTRY IS HIGHLY
COMPETITIVE.





The
restaurant industry is highly competitive and fragmented. The Company expects
competition to intensify in the future. The Company expects to compete with
numerous national, regional and local restaurants, restaurant holding companies
and restaurant chains, many of which have substantially greater financial,
managerial and other resources than those presently available to the
Company.  Further, in the event the Company acquires and/or
establishes restaurant concepts that can be franchised, the Company will compete
with numerous other restaurants for potential franchisees.  Numerous
well-established companies are focusing significant resources on building and
establishing profitable restaurant concepts that currently compete and will
compete with the Company's business in the future.  The Company can
make no assurance that it will be able to effectively compete with other
restaurant developers or that competitive pressures, including possible downward
pressure on the restaurant industry as a whole, will not arise. In the event
that the Company cannot effectively compete on a continuing basis or competitive
pressures arise, such inability to compete or competitive pressures will have a
material adverse effect on the Company’s business, results of operations and
financial condition.





OUR GROWTH WILL PLACE
SIGNIFICANT STRAINS ON OUR RESOURCES.





The
Company is currently in the development stage, with only limited operations, and
is currently seeking out potential restaurant concepts and sources of revenue,
and has not generated any significant revenues since inception on August 1,
2008.  The Company's growth, if any, is expected to place a
significant strain on the Company's managerial, operational and financial
resources as David Cho is our only officer and employee; and the Company will
likely continue to have limited employees in the future. Furthermore, assuming
the Company is able to acquire and develop successful restaurant concepts, of
which there can be no assurance, it will be required to manage multiple
relationships with various customers, franchisees and other third parties. These
requirements will be exacerbated in the event of further growth of the Company.
There can be no assurance that the Company's systems, procedures or controls
will be adequate to support the Company's operations or that the Company will be
able to achieve the rapid execution necessary to successfully implement its
business plan. The Company's future operating results, if any, will also depend
on its ability to add additional personnel commensurate with the growth of its
business, if any. If the Company is unable to manage growth effectively, the
Company's business, results of operations and financial condition will be
adversely affected.





9


OUR ARTICLES OF
INCORPORATION, AS AMENDED, AND BYLAWS LIMIT THE LIABILITY OF, AND PROVIDE
INDEMNIFICATION FOR, OUR OFFICERS AND DIRECTORS.





Our
Articles of Incorporation, as amended, generally limit our officers' and
Directors' personal liability to the Company and its stockholders for breach of
fiduciary duty as an officer or Director except for breach of the duty of
loyalty or acts or omissions not made in good faith or which involve intentional
misconduct or a knowing violation of law. Our Articles of Incorporation, as
amended, and Bylaws provide indemnification for our officers and Directors to
the fullest extent authorized by the Nevada General Corporation Law against all
expense, liability, and loss, including attorney's fees, judgments, fines excise
taxes or penalties and amounts to be paid in settlement reasonably incurred or
suffered by an officer or Director in connection with any action, suit or
proceeding, whether civil or criminal, administrative or investigative
(hereinafter a "Proceeding") to which the officer or Director is made a party or
is threatened to be made a party, or in which the officer or Director is
involved by reason of the fact that he is or was an officer or Director of the
Company, or is or was serving at the request of the Company as an officer or
director of another corporation or of a partnership, joint venture, trust or
other enterprise whether the basis of the Proceeding is an alleged action in an
official capacity as an officer or Director, or in any other capacity while
serving as an officer or Director. Thus, the Company may be prevented from
recovering damages for certain alleged errors or omissions by the officers and
Directors for liabilities incurred in connection with their good faith acts for
the Company.  Such an indemnification payment might deplete the
Company's assets. Stockholders who have questions regarding the fiduciary
obligations of the officers and Directors of the Company should consult with
independent legal counsel. It is the position of the Securities and Exchange
Commission that exculpation from and indemnification for liabilities arising
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder is against public policy and therefore unenforceable.























10


Risks Relating To the
Company’s Securities





WE HAVE NEVER ISSUED CASH
DIVIDENDS IN CONNECTION WITH OUR COMMON STOCK AND HAVE NO PLANS TO ISSUE
DIVIDENDS IN THE FUTURE.





We have
paid no cash dividends on our common stock to date and it is not anticipated
that any cash dividends will be paid to holders of our common stock in the
foreseeable future.  While our dividend policy will be based on the
operating results and capital needs of our business, it is anticipated that any
earnings will be retained to finance our future expansion.





INVESTORS MAY FACE
SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL
REGULATIONS OF PENNY STOCKS.





Our
common stock will be subject to the requirements of Rule 15(g)9, promulgated
under the Securities Exchange Act as long as the price of our common stock is
below $5.00 per share. Under such rule, broker-dealers who recommend low-priced
securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.





In
addition, various state securities laws impose restrictions on transferring
"penny stocks" and as a result, investors in the common stock may have their
ability to sell their shares of the common stock impaired.





SHAREHOLDERS MAY BE DILUTED
SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING AND SATISFY OBLIGATIONS
THROUGH THE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON
STOCK.





We have
no committed source of financing. Wherever possible, our Board of Directors will
attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of
our common stock. Our Board of Directors has authority, without action or vote
of the shareholders, to issue all or part of the authorized but unissued shares
of common stock. In addition, if a trading market develops for our common stock,
we may attempt to raise capital by selling shares of our common stock, possibly
at a discount to market. These actions will result in dilution of the ownership
interests of existing shareholders, may further dilute common stock book value,
and that dilution may be material. Such issuances may also serve to enhance
existing management’s ability to maintain control of the Company because the
shares may be issued to parties or entities committed to supporting existing
management.





STATE SECURITIES LAWS MAY
LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH AND CONDITIONS
UNDER WHICH YOU CAN SELL SHARES.





Secondary
trading in our common stock will not be possible in any state until the common
stock is qualified for sale under the applicable securities laws of the state or
there is confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If we fail
to register or qualify, or to obtain or verify an exemption for the secondary
trading of, the common stock in any particular state, the common stock cannot be
offered or sold to, or purchased by, a resident of that state. In the event that
a significant number of states refuse to permit secondary trading in our common
stock, the liquidity for the common stock could be significantly
impacted.




11


BECAUSE WE ARE NOT SUBJECT
TO COMPLIANCE WITH RULES REQUIRING THE ADOPTION OF CERTAIN CORPORATE GOVERNANCE
MEASURES, OUR STOCKHOLDERS HAVE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR
TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.





The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.





Because
our Directors are not independent directors, we do not currently have
independent audit or compensation committees. As a result, our Directors have
the ability to, among other things, determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
any potential investors may be reluctant to provide us with funds necessary to
expand our operations.





We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, Directors and members of board
committees required to provide for our effective management as a result of the
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of Directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.





WE DO NOT CURRENTLY HAVE A
PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET FOR OUR SECURITIES IN THE
FUTURE, SUCH MARKET MAY BE VOLATILE AND ILLIQUID.





In
October 2009, we obtained quotation for our common stock on the Over-The-Counter
Bulletin Board (“OTCBB”) under the symbol RCNC.OB.  However, there is
currently no public market for our common stock, and we can make no assurances
that there will be a public market for our common stock in the future. If there
is a market for our common stock in the future, we anticipate that such market
would be illiquid and would be subject to wide fluctuations in response to
several factors, including, but not limited to:





(1)
actual or anticipated variations in our results of operations;





(2) our
ability or inability to generate new revenues;





(3)
increased competition; and





(4)
conditions and trends in the market for restaurants and eateries.





Furthermore,
our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our common stock.





12


IF WE ARE LATE IN FILING OUR
QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE
OVER-THE-COUNTER BULLETIN BOARD.





Pursuant
to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
of periodic reports with the SEC, any OTCBB issuer which fails to file a
periodic report (Form 10-Q's or 10-K's) by the due date of such report (not
withstanding any extension granted to the issuer by the filing of a Form
12b-25), three (3) times during any twenty-four (24) month period is
automatically de-listed from the OTCBB. Such removed issuer would not be
re-eligible to be listed on the OTCBB for a period of one-year, during which
time any subsequent late filing would reset the one-year period of de-listing.
If we are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.





NEVADA LAW AND OUR ARTICLES
OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF STOCK, WHICH SHARES MAY CAUSE
SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS.




We have
authorized capital stock consisting of 100,000,000 shares of common stock,
$0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par
value per share. As of the date of this filing, we have 10,160,003 shares of
common stock outstanding, which number includes 50,000 shares of common stock
which we have agreed to issue, but which have not been physically issued as of
the date hereof (as described below) and no shares of preferred stock issued and
outstanding.  As a result, our Board of Directors has the ability to
issue a large number of additional shares of common stock without shareholder
approval, which if issued could cause substantial dilution to our then
shareholders.  Additionally, shares of preferred stock may be issued
by our Board of Directors without shareholder approval with voting powers, and
such preferences and relative, participating, optional or other special rights
and powers as determined by our Board of Directors, which may be greater than
the shares of common stock currently outstanding.  As a result, shares
of preferred stock may be issued by our Board of Directors which cause the
holders to have super majority voting power over our shares, provide the holders
of the preferred stock the right to convert the shares of preferred stock they
hold into shares of our common stock, which may cause substantial dilution to
our then common stock shareholders and/or have other rights and preferences
greater than those of our common stock shareholders. Investors should keep in
mind that the Board of Directors has the authority to issue additional shares of
common stock and preferred stock, which could cause substantial dilution to our
existing shareholders.  Additionally, the dilutive effect of any
preferred stock, which we may issue may be exacerbated given the fact that such
preferred stock may have super majority voting rights and/or other rights or
preferences which could provide the preferred shareholders with voting control
over us subsequent to this filing and/or give those holders the power to prevent
or cause a change in control.  As a result, the issuance of shares of
common stock and/or Preferred Stock may cause the value of our securities to
decrease and/or become worthless.





IN THE FUTURE, WE WILL INCUR
SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING AS A FULLY REPORTING
COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES OXLEY ACT, AND OUR
MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE
INITIATIVES.





Moving
forward, we anticipate incurring significant legal, accounting and other
expenses in connection with our status as a fully reporting public company. The
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
implemented by the SEC have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. As
such, our management and other personnel will need to devote a substantial
amount of time to these new compliance initiatives. Moreover, these rules and
regulations will increase our legal and financial compliance costs and will make
some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
Act requires, among other things, that we maintain effective internal controls
for financial reporting and disclosure of controls and procedures. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. We currently do not have an
internal audit group, and we will need to hire additional accounting and
financial staff with appropriate public company experience and technical
accounting knowledge. Moreover, if we are not able to comply with the
requirements of Section 404 in a timely manner, or if we or our independent
registered public accounting firm identifies deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses, the
market price of our stock could decline, and we could be subject to sanctions or
investigations by the SEC or other regulatory authorities, which would require
additional financial and management resources.





13


ITEM
2. PROPERTIES





David
Cho, our President, Chief Executive Officer, and Director, currently supplies
the Company the use of office space from his business office, free of
charge.  The office space encompasses approximately 100 square
feet.  Neither the Company nor Mr. Cho currently has any plans of
seeking alternative arrangements for the Company’s office space and/or changing
the terms of the Company’s use of such office space.





ITEM
3. LEGAL PROCEEDINGS





From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to a vote of security holders during the fiscal year
ended August 31, 2009.




























14





PART
II





ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





In
October 2009, we obtained quotation for our common stock on the Over-The-Counter
Bulletin Board (“OTCBB”) under the symbol RCNC.OB; however, no shares of our
common stock have traded to date and there is currently no public market for our
common stock.





The
Company's common stock is considered a "penny stock" as defined in the
Commission's rules promulgated under the Exchange Act. The Commission's rules
regarding penny stocks impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally persons with net worth in excess
of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with
their spouse). For transactions covered by the rules, the broker-dealer must
make a special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale. Thus the
Rules affect the ability of broker-dealers to sell the Company's shares should
they wish to do so because of the adverse effect that the Rules have upon
liquidity of penny stocks. Unless the transaction is exempt under the Rules,
under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990,
broker-dealers effecting customer transactions in penny stocks are required to
provide their customers with (i) a risk disclosure document; (ii) disclosure of
current bid and ask quotations if any; (iii) disclosure of the compensation of
the broker-dealer and its sales personnel in the transaction; and (iv) monthly
account statements showing the market value of each penny stock held in the
customer's account. As a result of the penny stock rules, the market liquidity
for the Company's securities may be severely adversely affected by limiting the
ability of broker-dealers to sell the Company's securities and the ability of
purchasers of the securities to resell them.





DESCRIPTION
OF CAPITAL STOCK





We have
authorized capital stock consisting of 100,000,000 shares of common stock,
$0.001 par value per share (“Common Stock”) and 10,000,000 shares of preferred
stock, $0.001 par value per share (“Preferred Stock”).




Common
Stock




The
holders of outstanding shares of Common Stock are entitled to receive dividends
out of assets or funds legally available for the payment of dividends of such
times and in such amounts as the board from time to time may
determine.  Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of shareholders.  There
is no cumulative voting of the election of directors then standing for
election.  The Common Stock is not entitled to pre-emptive rights and
is not subject to conversion or redemption.  Upon liquidation,
dissolution or winding up of our company, the assets legally available for
distribution to stockholders are distributable ratably among the holders of the
Common Stock after payment of liquidation preferences, if any, on any
outstanding payment of other claims of creditors.  Each outstanding
share of Common Stock is duly and validly issued, fully paid and
non-assessable.





Preferred
Stock





Shares of
Preferred Stock may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
our Board of Directors (“Board of Directors”) prior to the issuance of any
shares thereof.  Preferred Stock shall have such voting powers, full
or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated in such resolution or
resolutions providing for the issue of such class or series of Preferred Stock
as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof.  The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of all the then outstanding shares of our capital
stock entitled to vote generally in the election of the directors, voting
together as a single class, without a separate vote of the holders of the
Preferred Stock, or any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.





15


Options,
Warrants and Convertible Securities





We have
no options, warrants or other convertible securities outstanding.





RECENT
SALES OF UNREGISTERED SECURITIES





In August
2008, in connection with the Company’s formation, we issued an aggregate of
10,000,000 shares of our common stock at par value, including 5,500,000 shares
to David Cho, our President, Chief Executive Officer, and Director in connection
with his services to us as President, Chief Executive Officer, and Director,
3,500,000 shares to Pete Wainscott, our Director, in consideration for his
services to us as our Director and 1,000,000 shares to our legal counsel, David
M. Loev, in consideration with services rendered in connection with our
formation. We claim an exemption from registration afforded by Section 4(2) of
the Securities Act of 1933, as amended since the foregoing issuances did not
involve a public offering, the recipients took the shares for investment and not
resale and we took appropriate measures to restrict transfer.  No
underwriters or agents were involved in the foregoing issuances and we paid no
underwriting discounts or commissions.





In
January 2009, in connection with an offering of up to $150,000 or 1,000,000
shares of the Company’s common stock at a price of $0.15 per share (the
“Offering”), the Company sold an aggregate of 46,666 shares of common stock to
six investors for aggregate consideration of $7,000.  The Company
claims an exemption provided by Rule 506 of Regulation D of the Securities Act
of 1933, as amended.





From
March through June 2009, in connection with the Offering, the Company sold an
aggregate of 63,337 shares of common stock to nineteen investors for aggregate
consideration of $9,501.  The Company claims an exemption provided by
Rule 506 of Regulation D of the Securities Act of 1933, as amended.





In
October 2009, we entered into an agreement with Island Stock Transfer (“Island”)
to serve as the Company’s Transfer Agent.  In connection with the
agreement, we agreed to pay Island $7,500 and to issue Island 50,000 shares of
our restricted common stock, which shares have not been physically issued to
date, but which have been included in the number of issued and outstanding
shares disclosed throughout this report.  We claim an exemption from
registration afforded by Section 4(2) of the Securities Act of 1933, as amended
since the foregoing issuance did not involve a public offering, the recipient
took the shares for investment and not resale and we took appropriate measures
to restrict transfer.  No underwriters or agents were involved in the
foregoing issuance and we paid no underwriting discounts or
commissions.





ITEM
6. SELECTED FINANCIAL DATA





Not
required pursuant to Item 301 of Regulation S-K.





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion should be read in conjunction with our financial
statements.





16


Critical
Accounting Policies:





Development Stage
Policy





The
Company complies with the Financial Accounting Standards Board Statement no. 7
“Accounting and Reporting by Development Stage Enterprises” in its
characterization of the Company as a development stage enterprise.





Cash and Cash
Equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet.  Actual results could
differ from those estimates.





Revenue
Recognition





Revenue
from restaurant sales is recognized when food and beverage products are sold.
Revenues from the sales of franchises are recognized as income when
substantially all of our material obligations under the franchise agreement have
been performed. Continuing royalties, which are a percentage of net sales of
franchised restaurants, are accrued as income when earned. Sales taxes collected
from customers and remitted to governmental authorities are presented on a net
basis within net sales.





Basic Loss Per
Share





Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





Share-Based
Payment





The
Company accounts for employee and non-employee stock awards under SFAS 123(R),
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.





Income
Taxes





The
Company has adopted Statement of Financial Accounting Standards No. 109 (“SFAS
109”), “Accounting for Income Taxes”. This standard requires the use of an asset
and liability approach for financial accounting, and reporting on income taxes.
If it is more likely then not that some portion or all of a deferred tax asset
will not be realized, a valuation allowance is recognized.





The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.  The Company records a valuation allowance to reduce
any deferred tax assets to the amount that is more likely than not to be
realized.





17


FairValue
of Financial Instruments





The
amounts reported in the balance sheets for cash, and accounts payable are
short-term in nature and their carrying values approximate fair
values.





Recent Accounting
Pronouncements





During
the year ended August 31, 2009 and subsequently, the Financial Accounting
Standards Board (“FASB”) has issued a number of financial accounting standards,
none of which did or are expected to have a material impact on the Company’s
results of operations, financial position, or cash flows, with exception
of:




New
Accounting Pronouncements (Adopted)




SFAS
No. 157.In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157(“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for the Company’s financial
assets and liabilities in the first quarter of fiscal 2009, and provisions for
nonfinancial assets and liabilities in the first quarter of fiscal 2010, which
did not result in recognition of a transaction adjustment to retained earnings
or have a material impact on our financial condition, results of operations or
cash flows.




SFAS
No. 165.In May 2009, the FASB issued SFAS
No. 165, Subsequent
Events (“SFAS No. 165”). This statement provides guidance to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. This statement is effective for interim or
fiscal periods ending after June 15, 2009, and is applied prospectively. We
adopted SFAS No. 165 in the year ended August 31, 2009; this adoption did
not have any impact on our financial condition, results of operations or cash
flows.




New
Accounting Pronouncements (Not yet adopted)




SFAS
No. 168.    In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 will not have a material impact on our financial condition,
results of operations or cash flows.





RESULTS
OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2009 AND FOR THE PERIOD FROM AUGUST
1, 2008 (INCEPTION) THROUGH AUGUST 31, 2008





We had no
revenues for the year ended August 31, 2009 or for the period from August 1,
2008 (Inception) through August 31, 2008.  The Company is currently in
the development stage of its business development and has had only limited
operations to date.





We had
operating expenses consisting entirely of general and administrative expenses of
$39,305 for the year ended August 31, 2009, compared to expenses of $20,300 for
the period from August 1, 2008 (Inception) through August 31, 2008, an increase
in expenses of $19,005 or 93.6% from the prior period.  The general
and administrative expenses are mainly attributable to professional fees,
including legal and auditing fees in connection with the preparation of the
Company’s Private Placement Memorandum, the audited financial statements
contained therein and our corporate formation.  General and
administrative expenses increased mainly due to the fact that general and
administrative expenses for the year ended August 31, 2009, included expenses
for an entire twelve months, whereas expenses for the period from August 1, 2008
(Inception) to August 31, 2008, only included expenses for approximately one
month.




18


We had
other income of $5,000 for the year ended August 31, 2009, due to the Company’s
Consulting Agreement with Restaurant Growth, as described above, compared to no
other income for the period from August 1, 2008 (Inception) until August 31,
2008.





We had a
net loss of $34,305 for the year ended August 31, 2009, compared to a net loss
of $20,300 for the period from August 1, 2008 (Inception) through August 31,
2008, an increase in net loss of $14,005 or 69.0% from the prior period. The
increase in net loss was the result of the $19,005 or 93.6% increase in general
and administrative expenses offset by the $5,000 increase in other income for
the year ended August 31, 2009, compared to the period from August 1, 2008
(Inception) through August 31, 2008.





LIQUIDITY
AND CAPITAL RESOURCES





We had
total assets, consisting solely of cash of $2,338 as of August 31,
2009.





We had
total liabilities consisting solely of current liabilities of $30,442 as of
August 31, 2009, which included $20,292 of accounts payable in connection with
legal, accounting and auditing fees and $10,150 of loan payable to related
party, which amount was due to the Company’s President and Chief Executive
Officer, David Cho (as described below).





We had
negative working capital of $28,104 and a total accumulated deficit of $54,605
as of August 31, 2009.





We had
net cash used in operating activities of $24,313 for the year ended August 31,
2009, which was due to $34,305 of net loss offset by $9,992 of accounts
payable.





We had
cash provided by financing activities of $26,651 for the year ended August 31,
2009, which was due to $10,150 of proceeds from shareholder loan as a result of
Mr. Cho’s loan as described below and $16,501 of proceeds from private placement
in connection with the sale of shares of our common stock in connection with the
Offering, as described below.





On or
around October 7, 2008, the Company entered into a $10,150 Promissory Note with
its President, Chief Executive Officer, and Director, David Cho, to evidence
amounts loaned to the Company by Mr. Cho.  The Promissory Note bears
interest at the rate of eight percent (8%) per annum and was due and payable on
October 7, 2009. Prior to the maturity date of the Promissory Note, Mr. Cho
agreed to extend the due date of such Promissory Note for an additional year to
October 7, 2010.





The
Company estimates the need for approximately $500,000 of additional funding
during the next 12 months to continue its business operations and expand its
operations as planned (i.e., by building out corporate owned restaurant concepts
in and around Texas), and we can provide no assurances that such funding can be
raised on favorable terms, if at all.  We anticipate the need for
approximately $150,000 to $250,000 to construct and implement each restaurant
concept which we choose to acquire in the future.  As such, in the
event we raise more than approximately $150,000 to $250,000 in additional funds,
but less than $500,000, we will seek to build out at least one corporate owned
restaurant concept.





We
believe we can continue our operations for approximately the next six (6) months
if no additional financing is raised; provided however that we will not be able
to expand our business operations or acquire any restaurant concepts, and will
need to actively seek to keep our expenses associated with being a public
company and marketing expenses as low as possible until such time as we can
raise additional funding, if ever.   If we are unable to raise
adequate working capital for fiscal 2010, we will continue to market our
services as funding permits and will continue to actively seek out additional
funding for the Company’s planned expansion (as described above), but we will be
restricted in the implementation of our business plan.





Moving
forward, we plan to seek out additional debt and/or equity financing; however,
we do not currently have any specific plans to raise such additional financing
at this time.   The sale of additional equity securities, if
undertaken by the Company and if accomplished, may result in dilution to our
shareholders. We cannot assure you, however, that future financing will be
available in amounts or on terms acceptable to us, or at all.





19





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





INDEX
TO FINANCIAL STATEMENTS


OF
RESTAURANT CONCEPTS OF AMERICA INC.





Report
      of Independent Registered Public Accounting Firm
            F-2Balance
      Sheets as of August 31, 2009 and 2008
            F-3Statements
      of Operations for the Year Ended August 31, 2009 and for the Periods
      From August 1, 2008 (Inception) through August 31, 2008 and
      2009
            F-4Statements
      of Cash Flows for the Year Ended August 31, 2009 and for the Periods
      From August 1, 2008 (Inception) through August 31, 2008 and
      2009
            F-5Statements
      of Stockholders’ Deficit For the Period August 1, 2008 (Inception) Through
      August 31, 2009
            F-6Notes
      to Financial Statements
            F-7

















F-1


Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


Restaurant
Concepts of America Inc.


(A
Development Stage Company)


Austin,
TX





We have
audited the accompanying balance sheets of Restaurant Concepts of America Inc.
(a development stage company)(the “Company”) as of August 31, 2009 and 2008, and
the related statements of operations, stockholders' deficit, and cash flows for
the year ended August 31, 2009 and for the periods from August 1, 2008
(inception) through August 31, 2008 and 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Restaurant Concepts of America Inc.
as of August 31, 2009 and 2008, and the results of its operations and its cash
flows for the year ended August 31, 2009, and for the periods from August 1,
2008 (inception) through August 31, 2008 and 2009 in conformity with accounting
principles generally accepted in the United States of America.





As
discussed in Note 3 to the financial statements, the Company's absence of
significant revenues, loss from operations, and its need for additional
financing in order to fund its projected loss in 2010 raise substantial doubt
about its ability to continue as a going concern. The 2009 financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.





LBB &
Associates Ltd., LLP


Houston,
Texas


December
9, 2009




F-2





RESTAURANT CONCEPTS OF AMERICA INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSAugust
      31,
            
            
            August
      31,2009
            
            
            2008ASSETSCurrent
      assetsCash
            
            $
            2,338
            
            
            $
            -Total
      current assets
            
            
            2,338
            
            
            
            -Total
      assets
            
            $
            2,338
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
            
            $
            20,292
            
            
            $
            10,300Loan
      from Stockholders
            
            
            10,150
            
            
            
            -Total
      current liabilities
            
            
            30,442
            
            
            
            10,300Total
      liabilities
            
            
            30,442
            
            
            
            10,300STOCKHOLDERS'
      DEFICITPreferred
      stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued, and
      outstanding
            
            
            -
            
            
            
            -Common
      stock, $.001 par value, 100,000,000 shares authorized,10,110,003
      and 10,000,000 shares issued and outstanding as of August 31, 2009 and
      2008, respectively
            
            
            10,110
            
            
            
            10,000Additional
      paid in capital
            
            
            16,391
            
            
            
            -Deficit
      accumulated during the development stage
            
            
            (54,605
            )
            
            
            (20,300
            )Total
      stockholders' deficit
            
            
            (28,104
            )
            
            
            (10,300
            )Total
      liabilities and stockholders' deficit
            
            $
            2,338
            
            
            $
            -See
      accompanying notes to financial statements











F-3








RESTAURANT
      CONCEPTS OF AMERICA INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFOR
      THE YEAR ENDED AUGUST 31, 2009AND
      THE PERIODS FROM AUGUST 1, 2008 (INCEPTION)THROUGH
      AUGUST 31, 2008 AND 2009Inception
            
            
            InceptionYear
      Ended
            
            
            Through
            
            
            ThroughAugust
      31,
            
            
            August
      31,
            
            
            August
      31,2009
            
            
            2008
            
            
            2009Operating
      expensesGeneral
      and administrative
            
            $
            39,305
            
            
            $
            20,300
            
            
            $
            59,605Net
      loss from operations
            
            
            (39,305
            )
            
            
            (20,300
            )
            
            
            (59,605
            )Other
      incomeOther
      income
            
            
            5,000
            
            
            
            -
            
            
            
            5,000Net
      loss
            
            $
            (34,305
            )
            
            $
            (20,300
            )
            
            $
            (54,605
            )Net
      loss per share:Basic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            10,045,630
            
            
            
            10,000,000See
      accompanying notes to financial statements

















F-4





RESTAURANT
      CONCEPTS OF AMERICA INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFOR
      THE YEAR ENDED AUGUST 31, 3009AND
      THE PERIODS FROM AUGUST 1, 2008 (INCEPTION)THROUGH
      AUGUST 31, 2008 AND 2009Inception
            
            
            InceptionYear
      Ended
            
            
            Through
            
            
            ThroughAugust
      31,
            
            
            August
      31,
            
            
            August
      31,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            
            $
            (34,305
            )
            
            $
            (20,300
            )
            
            $
            (54,605
            )Adjustment
      to reconcile net loss to net cash usedin
      operating activitiesCommon
      stock issued for services
            
            
            -
            
            
            
            10,000
            
            
            
            10,000Changes
      in:Accounts
      payable and accrued expenses
            
            
            9,992
            
            
            
            10,300
            
            
            
            20,292NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (24,313
            )
            
            
            -
            
            
            
            (24,313
            )FINANCING
      ACTIVITIES:Common
      stock issued for cash
            
            
            16,501
            
            
            
            -
            
            
            
            16,501Proceeds
      from shareholder loan
            
            
            10,150
            
            
            
            -
            
            
            
            10,150NET
      CASH PROVIDED FROM FINANCING ACTIVITIES
            
            
            26,651
            
            
            
            -
            
            
            
            26,651NET
      INCREASE IN CASH
            
            
            2,338
            
            
            
            -
            
            
            
            2,338Cash,
      beginning of period
            
            
            -
            
            
            
            -
            
            
            
            -Cash,
      end of period
            
            $
            2,338
            
            
            $
            -
            
            
            $
            2,338SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -See
      accompanying notes to financial statements











F-5











RESTAURANT
      CONCEPTS OF AMERICA INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF STOCKHOLDERS’ DEFICITFOR
      THE PERIOD AUGUST 1, 2008 (INCEPTION) THROUGH AUGUST 31,
    2009DeficitAdditional
                
                
                Accumulated
                
                
                TotalCommon
      Stock
                
                
                Paid-in
                
                
                During
      the
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Capital
                
                
                Development
      Stage
                
                
                DeficitBalance
      at August 1, 2008
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Shares
      issued to founders for services
                
                
                10,000,000
                
                
                
                10,000
                
                
                
                -
                
                
                
                -
                
                
                
                10,000Net
      Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (20,300
                )
                
                
                (20,300
                )Balance
      at August 31, 2008
                
                
                10,000,000
                
                
                
                10,000
                
                
                
                -
                
                
                
                (20,300
                )
                
                
                (10,300
                )Common
      stock issued for cash
                
                
                110,003
                
                
                
                110
                
                
                
                16,391
                
                
                
                
                
                
                
                16,501Net
      Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (34,305
                )
                
                
                (34,305
                )Balance
      at August 31, 2009
                
                
                10,110,003
                
                
                $
                10,110
                
                
                $
                16,391
                
                
                $
                (54,605
                )
                
                $
                (28,104
                )
  See
      accompanying notes to financial statements





F-6


RESTAURANT
CONCEPTS OF AMERICA INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS








NOTE 1 –
ORGANIZATION AND BUSINESS





Restaurant
Concepts of America Inc (the “Company” or “the Corporation”) is a development
stage company.  The Company was incorporated under the laws of the
State of Nevada on August 1, 2008.





The
Company was formed for the purpose of specializing in the development and
expansion of proven independent restaurant concepts into multi-unit locations
through corporate owned stores, licensing, and franchising opportunities. There
are compelling opportunities in the restaurant industry to acquire proven
independent restaurant concepts and expand through the opening of corporate
owned stores offering franchise opportunities.  The Company envisions that
there will be acquisition opportunities in the sandwich, bakery-cafe, quick,
casual dining and family dining segments of the restaurant
industry.  The Company will also consider consulting opportunities
that relate to the proven restaurant concepts.





The
Company’s fiscal year end is August 31.





NOTE 2 –
SUMMARY OF ACCOUTING POLICIES





Development
Stage Policy





The
Company complies with the Financial Accounting Standards Board Statement no. 7
“Accounting and Reporting by Development Stage Enterprises” in its
characterization of the Company as a development stage enterprise.





Cash and
Cash Equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet.  Actual results could
differ from those estimates.





Revenue
Recognition





Revenue
from restaurant sales is recognized when food and beverage products are sold.
Revenues from the sales of franchises are recognized as income when
substantially all of our material obligations under the franchise agreement have
been performed. Continuing royalties, which are a percentage of net sales of
franchised restaurants, are accrued as income when earned. Sales taxes collected
from customers and remitted to governmental authorities are presented on a net
basis within net sales.





Basic
Loss Per Share





Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





F-7


Share-Based
Payment





The
Company accounts for employee and non-employee stock awards under SFAS 123(R),
whereby equity instruments issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.





Income
Taxes





The
Company has adopted Statement of Financial Accounting Standards No. 109 (“SFAS
109”), “Accounting for Income Taxes”. This standard requires the use of an asset
and liability approach for financial accounting, and reporting on income taxes.
If it is more likely then not that some portion or all of a deferred tax asset
will not be realized, a valuation allowance is recognized.





The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.  The Company records a valuation allowance to reduce
any deferred tax assets to the amount that is more likely than not to be
realized.





Fair
Value of Financial Instruments





The
amounts reported in the balance sheets for cash, and accounts payable are
short-term in nature and their carrying values approximate fair
values.





Recent
Accounting Pronouncements





During
the year ended August 31, 2009 and subsequently, the Financial Accounting
Standards Board (“FASB”) has issued a number of financial accounting standards,
none of which did or are expected to have a material impact on the Company’s
results of operations, financial position, or cash flows, with the exception
of:




New
Accounting Pronouncements (Adopted)




SFAS
No. 157.In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157(“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for the Company’s financial
assets and liabilities in the first quarter of fiscal 2009, and provisions for
nonfinancial assets and liabilities in the first quarter of fiscal 2010, which
did not result in recognition of a transaction adjustment to retained earnings
or have a material impact on our financial condition, results of operations or
cash flows.




SFAS
No. 165.In May 2009, the FASB issued SFAS
No. 165, Subsequent
Events (“SFAS No. 165”). This statement provides guidance to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. This statement is effective for interim or
fiscal periods ending after June 15, 2009, and is applied prospectively. We
adopted SFAS No. 165 in the year ended August 31, 2009; this adoption did
not have any impact on our financial condition, results of operations or cash
flows.




New
Accounting Pronouncements (Not yet adopted)




SFAS
No. 168.    In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 will have a material impact on our financial condition,
results of operations or cash flows.




F-8




NOTE 3 –
FINANCIAL CONDITION AND GOING CONCERN




For the
period ended August 31, 2009, the Company incurred a net loss of $34,305, and
had a working capital deficit of $28,104.  Because of the current
period loss, the Company will require additional working capital to develop
and/or renew its business operations.




The
Company intends to raise additional working capital either through private
placements, public offerings and/or bank financing.




There are
no assurances that the Company will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support the Company’s working capital
requirements.  To the extent that funds generated from any private
placements, public offerings and/or bank financing are insufficient to support
the Company’s working capital requirements, the Company will have to raise
additional working capital from additional financing.  No assurance
can be given that additional financing will be available, or if available, will
be on terms acceptable to the Company.  If adequate working capital is
not available, the Company may not renew or continue its
operations.




These
conditions raise substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.





NOTE 4 -
CAPITAL STOCK





The
Company’s authorized capital stock consists of 100,000,000 shares of common
stock, with a par value of $0.001 per share and 10,000,000 shares of blank check
preferred stock with a par value of $0.001 per share.





During
the months of January through August 2009 the Company raised $16,501 from a
private placement of 110,003 common shares at $.15 per share.





NOTE 5 –
INCOME TAXES





Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited. The provision for
income taxes differs from the result which would be obtained by applying the
statutory income tax rate of 34% to income before income taxes due to the change
in valuation allowance.  The valuation allowance increased $12,000
during 2009.





At August
31, 2009 and 2008, deferred tax assets consisted of the following:





2009
            
            
            2008Deferred
      tax assetsNet
      operating losses
            
            $
            19,000
            
            
            $
            7,000Less:
      valuation allowance
            
            
            (19,000
            )
            
            
            (7,000
            )Net
      deferred tax asset
            
            $
            -
            
            
            $
            -





At August
31, 2009 the Company had an unused net operating loss carry-forward
approximating $54,600 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2029.





F-9


NOTE 6 –
RELATED PARTY TRANSACTIONS





The
Company entered into a promissory note with the President/CEO of the Company,
David Cho, for ten thousand one hundred fifty US dollars ($10,150) dated October
7, 2008.  The note and accrued interest at eight percent (8%) per
annum was due and payable on October 7, 2009 and is unsecured.  This
note was not paid on October 7, 2009 and has been extended by the President/CEO
until October 7, 2010.





NOTE 7 –
CONSULTING AGREEMENTS





The
Company entered into a consulting agreement with Restaurant Growth Partners on
August 4, 2009.  The term of the agreement is for a 3 month period and
may be extended based on the mutual consent of both parties.  The
Company received a $5,000 non-refundable retainer fee which is included in other
income.





NOTE 8 –
SUBSEQUENT EVENTS





The
Company has evaluated subsequent events for disclosure or recognition through
the date of the financial statements that were available to be issued on
December 9, 2009.





On
October 1, 2009, the Company entered into an agreement with a transfer agent to
provide future services for twelve months.  The Company is required to
pay $7,500 up front and issue $7,500 of common stock to the transfer agent
(50,000 shares of common stock).  The Company agreed to register these
shares in any future registrations statements filed by the
Company.  There are no penalties associated with the agreement if
registration does not occur.



















F-10


ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





None.





ITEM
9A. CONTROLS AND PROCEDURES.





(a)
            Evaluation
      of disclosure controls and procedures. Our Chief Executive Officer and
      Principal Financial Officer, after evaluating the effectiveness of our
      "disclosure controls and procedures" (as defined in the Securities
      Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the
      period covered by this Annual Report on Form 10-K (the "Evaluation Date"),
      has concluded that as of the Evaluation Date, our disclosure controls and
      procedures were effective to provide reasonable assurance that information
      we are required to disclose in reports that we file or submit under the
      Exchange Act is recorded, processed, summarized and reported within the
      time periods specified in the Securities and Exchange Commission rules and
      forms, and that such information is accumulated and communicated to our
      management, including our Chief Executive Officer and Chief Financial
      Officer, as appropriate, to allow timely decisions regarding required
      disclosure.(b)
            This
      annual report does not include a report of management's assessment
      regarding internal control over financial reporting or an attestation
      report of the company's registered public accounting firm due to a
      transition period established by rules of the Securities and Exchange
      Commission for newly public companies.(c)
            Changes
      in internal control over financial reporting. There were no changes in our
      internal control over financial reporting during our most recent fiscal
      quarter that materially affected, or were reasonably likely to materially
      affect, our internal control over financial
  reporting.





ITEM
9B. OTHER INFORMATION.





None.


























20





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The
following table sets forth the name, age and position of our Directors and
executive officers. Our executive officers and Directors currently serving are
as follows:





Name
            Age
            PositionDavid
      Cho
            31
            President,
      Chief Executive Officer,
              Secretary,
      Treasurer and DirectorPete
      Wainscott
            48
            Director





BIOGRAPHICAL
INFORMATION





David Cho has served as our
President, Chief Executive Officer, Secretary, Treasurer and Director since
inception on August 1, 2008.  Mr. Cho is also currently the owner and
operator of DSC Classic Subs, a business he has owned since July 2006 that
currently owns two Quiznos Sub locations in Austin, Texas.  Prior to
this, he was the executive chef of Kenichi, a contemporary Asian cuisine and
sushi restaurant in Austin, Texas, from April 2004 to July 2006.  From
November 2001 to April 2004, he was the owner and operator of Midori Sushi, a
sushi restaurant in Austin, Texas.





Mr. Cho
has been in the restaurant business for over 10 years.  He is
currently an active member and supporter of Cedar Park Chamber of Commerce, and
a member of Marketing Action Team through corporate office of
Quiznos.





Pete Wainscott has served as
our Director since inception on August 1, 2008.  He is also currently
the President and Chief Executive Officer of Reliable Cleaning Service in
Austin, Texas, a position he has held since September
1993.  Additionally, he has been the President and Chief Executive
Officer of Ivory Slate since June 2005.  From September 1987 to August
1993, he was the owner, Secretary and Treasurer of Fiesta Flowers in Austin,
Texas.





Mr. Cho
spends approximately 40 hours per week on Company matters and Mr. Wainscott only
spends approximately 5-10 hours per week on Company matters.





Our
Directors and any additional Directors we may appoint in the future are elected
annually and will hold office until our next annual meeting of the shareholders
and until their successors are elected and qualified. Officers will hold their
positions at the pleasure of the Board of Directors, absent any employment
agreement. Our officers and Directors may receive compensation as determined by
us from time to time by vote of the Board of Directors. Such compensation might
be in the form of stock options. Directors may be reimbursed by the Company for
expenses incurred in attending meetings of the Board of Directors. Vacancies in
the Board are filled by majority vote of the remaining Directors.





Involvement In Certain Legal
Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any Director or executive officer, of Company during
the past five years, other than as provided above, if any.





21


Independence of
Directors




We are
not required to have independent members of our Board of Directors, and do not
anticipate having independent Directors until such time as we are required to do
so.





Audit
Committee





Due to
the Company's size, the Company does not have an Audit Committee.





Code of
Ethics




We have
not adopted a formal Code of Ethics. The Board of Directors, evaluated the
business of the Company and the number of employees and determined that since
the business is operated by only two persons our President, Chief Executive
Officer, Secretary, Treasurer and Director, David Cho, and our Director, Pete
Wainscott, general rules of fiduciary duty and federal and state criminal,
business conduct and securities laws are adequate ethical
guidelines.   In the event our operations, employees and/or
Directors expand in the future, we may take actions to adopt a formal Code of
Ethics.





ITEM
11. EXECUTIVE COMPENSATION.




Summary
Executive Compensation Table:





Name
      and principal position
              (a)
            Year
      ended August 31
              (b)
            
            Salary
      ($)
              (c)
            
            
            Bonus
      ($)
              (d)
            
            
            Stock
      Awards ($)
              (e)
            
            
            Option
      Awards ($)
              (f)
            
            
            Non-Equity
      Incentive Plan Compensation ($)
              (g)
            
            
            Nonqualified
      Deferred Compensation Earnings ($)
              (h)
            
            
            All
      Other Compensation ($)
              (i)
            
            
            Total
      ($)
              (j)David
      Cho
              CEO,
      President, Secretary, Treasurer and Director
            2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2008
            
            
            -
            
            
            
            -
            
            
            
            550
            (1)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            550





The table
above does not include perquisites and other personal benefits in amounts less
than 10% of the total annual salary and other compensation.





(1)
Represents 5,500,000 restricted shares of common stock issued to David Cho, our
President, CEO and Director, which shares were issued to Mr. Cho in
consideration for services rendered as the Company’s President, CEO, Secretary
and Director, and which were valued at their par value, $0.001 per share, for an
aggregate value of $550, pursuant to FAS 123(R).  The number of shares
issued to Mr. Cho in consideration for his services to the Company was
determined in the sole discretion of the Board of Directors of the Company
(consisting solely of Mr. Cho and Mr. Wainscott) based on the capitalization of
the Company, the services rendered by Mr. Cho, the restricted nature of the
shares and the fact that no public market existed for the Company’s shares, and
the fact that Mr. Cho had agreed to render such services solely in consideration
for shares of the Company’s common stock.





22


Stock Option
Grants




We have
not granted any stock options since our incorporation.





Employment
Agreements





We do not
have an employment or consulting agreement with David Cho, our President, Chief
Executive Officer, Secretary, Treasurer and Director, or with Pete Wainscott,
our Director.





DIRECTOR
COMPENSATION





The Table
below sets forth the total compensation paid to our non-executive Director for
the year ended August 31, 2009.





Name
              (a)
            Fees
              Earned
      or
              Paid
      in
              Cash
              ($)
              (b)
            Stock
              Awards
              ($)
              (c)
            Option
              Awards
              ($)
              (d)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
              (e)
            Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
              (f)
            All
              Other
              Compensation
              ($)
              (g)
            Total
              ($)
              (h)Pete
      Wainscott
              Director
            -
            -
            -
            -
            -
            -
            -





The table
above does not include perquisites and other personal benefits, or property,
unless the aggregate amount of such compensation is more than
$10,000.




Compensation
Discussion and Analysis




Director
Compensation




Our Board
of Directors does not currently receive any consideration for their services as
members of the Board of Directors.  The Board of Directors reserves
the right in the future to award the members of the Board of Directors cash or
stock based consideration for their services to the Company, which awards, if
granted shall be in the sole determination of the Board of
Directors.




Executive
Compensation Philosophy




Our Board
of Directors determines the compensation given to our executive officers in
their sole determination.  As our executive officers currently draw no
compensation from us, we do not currently have any executive compensation
program in place.  Our Board of Directors also reserves the right to
pay our executives a salary, and/or issue them shares of common stock issued in
consideration for services rendered and/or to award incentive bonuses which are
linked to our performance, as well as to the individual executive officer’s
performance.  This package may also include long-term stock based
compensation to certain executives which is intended to align the performance of
our executives with our long-term business strategies.  Additionally,
while our Board of Directors has not granted any performance base stock options
to date, the Board of Directors reserves the right to grant such options in the
future, if the Board in its sole determination believes such grants would be in
the best interests of the Company.   We do not currently anticipate
paying any cash compensation to our officers until such time as we generate
revenues sufficient to support our operations and planned business activities,
if ever.





23


Incentive
Bonus




The Board
of Directors may grant incentive bonuses to our executive officers in its sole
discretion, if the Board of Directors believes such bonuses are in the Company’s
best interest, after analyzing our current business objectives and growth, if
any, and the amount of revenue we are able to generate each month, which revenue
is a direct result of the actions and ability of such executives.





Long-term,
Stock Based Compensation




In order
to attract, retain and motivate executive talent necessary to support the
Company’s long-term business strategy we may award certain executives with
long-term, stock-based compensation in the future, in the sole discretion of our
Board of Directors, which we do not currently have any immediate plans to
award.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL


OWNERS
AND MANAGEMENT





The
following table presents certain information regarding the beneficial ownership
of all shares of common stock as of December 11, 2009 by (i) each
person who owns beneficially more than five percent (5%) of the outstanding
shares of common stock based on 10,160,003 shares of common stock outstanding,
as of December 11, 2009, which number includes 50,000 shares of common stock
which we have agreed to issue, but which have not been physically issued as of
the date hereof (as described above), (ii) each of our Directors, (iii) each
named executive officer and (iv) all Directors and officers as a group. Except
as otherwise indicated, all shares are owned directly.





Name
      and Address of Beneficial Owner
            Shares
      Beneficially Owned
            Percentage
      Beneficially OwnedDavid
      Cho
              President,
      Chief Executive Officer, Secretary, Treasurer and Director
              11301
      Lakeline Boulevard
              Austin,
      Texas 78717
            5,500,000
            54.1%Pete
      Wainscott
              Director
              11301
      Lakeline Boulevard
              Austin,
      Texas 78717
            3,500,000
            34.4%David
      Loev
              6300
      West Loop South, Suite 280
              Bellaire,
      Texas 77401
            1,000,000
            9.8%All
      Officers and Directors as a Group
              (2
      individuals)
            9,000,000
            88.5%





The
number of shares of common stock owned are those "beneficially owned" as
determined in accordance with Rule 13d-3 of the Exchange Act of 1934, as
amended, including any shares of common stock as to which a person has sole or
shared voting or investment power and any shares of common stock which the
person has the right to acquire within sixty (60) days through the exercise of
any option, warrant or right.





24


ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





In August
2008, in connection with the Company’s formation, we issued an aggregate of
10,000,000 shares of our common stock, including 5,500,000 shares to David Cho,
our President, Chief Executive Officer, and Director, in connection with his
services to us as President, Chief Executive Officer, and Director, 3,500,000
shares to Pete Wainscott, our Director, in consideration for his services to us
as our Director and 1,000,000 shares to our legal counsel, David M. Loev, in
consideration with services rendered in connection with our
formation.





On or
around October 7, 2008, the Company entered into a $10,150 Promissory Note with
its President, Chief Executive Officer, and Director, David Cho, to evidence
amounts loaned to the Company by Mr. Cho.  The Promissory Note bears
interest at the rate of eight percent (8%) per annum and was due and payable on
October 7, 2009. Prior to the maturity date of the Promissory Note, Mr. Cho
agreed to extend the due date of such Promissory Note for an additional year to
October 7, 2010.





David
Cho, our President, Chief Executive Officer, and Director currently supplies the
Company the use of office space from his business office, free of
charge.  The office space encompasses approximately 100 square
feet.  Neither the Company nor Mr. Cho currently has any plans of
seeking alternative arrangements for the Company’s office space and/or changing
the terms of the Company’s use of such office space.





Review,
Approval and Ratification of Related Party Transactions





Given our
small size and limited financial resources, we have not adopted formal policies
and procedures for the review, approval or ratification of transactions, such as
those described above, with our executive officers, Directors and significant
stockholders.  However, all of the transactions described above were
approved and ratified by Directors.  In connection with the approval
of the transactions described above, our Directors, took into account several
factors, including their fiduciary duties to the Company; the relationships of
the related parties described above to the Company; the material facts
underlying each transaction; the anticipated benefits to the Company and related
costs associated with such benefits; whether comparable products or services
were available; and the terms the Company could receive from an unrelated third
party.





We intend
to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional Directors, so that such
transactions will be subject to the review, approval or ratification of our
Board of Directors, or an appropriate committee thereof.   On a
moving forward basis, our Directors will continue to approve any related party
transaction based on the criteria set forth above.





CORPORATE
GOVERNANCE





The
Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the “SEC”) and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company’s employees, officers and Directors
as the Company is not required to do so.





In lieu
of an Audit Committee, the Company’s Board of Directors is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company’s
independent public accountants. The Board of Directors reviews the Company's
internal accounting controls, practices and policies.





25


ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





AUDIT
FEES





The
aggregate fees billed for the fiscal years ended August 31, 2009 and 2008, for
professional services rendered by our independent principal accountants, LBB
& Associates Ltd., LLP, for the audit of our annual financial statements as
included in our Annual Report on Form 10-K and Registration Statement on Form
S-1, and the review of the financial statements included in our Registration
Statement, as well as services provided in connection with statutory and
regulatory filings or engagements for those fiscal years were $4,685 and
$10,665, respectively.





AUDIT
RELATED FEES





None.





TAX
FEES





None.





ALL
OTHER FEES




The
aggregate fees billed for the fiscal years ended August 31, 2009 and 2008, for
professional services rendered by our independent principal accountants, LBB
& Associates Ltd., LLP, other than for the audit of our annual financial
statements as included in our Annual Report on Form 10-K and Registration
Statement on Form S-1, and the review of the financial statements included in
our Registration Statement, as well as services provided in connection with
statutory and regulatory filings or engagements for those fiscal years were $550
and $3,980, respectively.





26


PART
IV





ITEM
15. EXHIBITS








Exhibit Number
            Description of ExhibitExhibit
      3.1(1)
            Articles
      of IncorporationExhibit
      3.2(1)
            BylawsExhibit
      10.1(1)
            Promissory
      Note with David ChoExhibit
      10.2(2)
            Consulting Agreement with
      Restaurant Growth PartnersExhibit
      10.3*
            Amendment
      to Promissory Note with David ChoExhibit
      31*
              
              Exhibit
      32*
            Certificate
      of the Chief Executive Officer and Principal Accounting Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
              
              Certificate
      of the Chief Executive Officer and Principal Accounting Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002





*   Attached
hereto.





(1) Filed
as exhibits to the Company’s Form S-1 Registration Statement filed with the
Commission on July 10, 2009, and incorporated herein by reference.




(2) Filed
as an exhibit to the Company’s Form S-1/A Registration Statement filed with the
Commission on September 4, 2009, and incorporated herein by
reference.





27


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





RESTAURANT
      CONCEPTS OF AMERICA INC.DATED:
      December 14, 2009
            By:
      /s/David ChoDavid
      ChoChief
      Executive Officer
              (Principal
      Executive Officer,
              Principal
      Accounting Officer and
              Principal
      Financial Officer),
              President,
      Treasurer and Director




In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.





By:
      /s/David ChoDavid
      ChoChief
      Executive Officer
              (Principal
      Executive Officer,
              Principal
      Accounting Officer and
              Principal
      Financial Officer),
              President,
      Treasurer and Director


December
14, 2009





/s/ Pete
Wainscott


Pete
Wainscott


Director





December
14, 2009










28