U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549


FORM 10-Q/A


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 29, 2015


[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from


Commission File No.  000-53577


DIVERSIFIED RESTAURANT HOLDINGS, INC. (Exact name of small business issuer as specified in its charter)


Nevada03-0606420(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)





27680 Franklin Road


Southfield, Michigan 48034


(Address of principal executive offices)


Issuer's telephone number: (248) 223-9160


No change (Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No  ̈


APPLICABLE ONLY TO CORPORATE ISSUERS





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  26,189,944 shares of $.0001 par value common stock outstanding as of May 5, 2015.


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.  (Check one):


Large accelerated filer ̈Accelerated filerþNon-accelerated filer ̈Smaller reporting company ̈





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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ̈ No  ̈














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EXPLANATORY NOTE





We are filing this Amendment No. 1 (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended March 29, 2015, as filed on May 8, 2015 (the “Original Filing”), solely to respond to SEC Comments dated August 31, 2015. In accordance with the SEC Comments, we have amended “Item 4. Controls and Procedures” in its entirety. The Company has also included updated certifications of its Chief Executive Officer and Chief Financial Officer as Exhibits 31 and 32 to this Amendment No. 1, as required by Rule 12b-15 promulgated pursuant to the Securities and Exchange Act of 1934, as amended.


Other than as described above, this Amendment does not modify or update in any way disclosures made in the Original Filing. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the filing date of the Original Filing and does not reflect events that may have occurred subsequent to the original filing date.


I.  FINANCIAL INFORMATION


Item 4.  Controls and Procedures





(a) Evaluation of disclosure controls and procedures.


We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, including our consolidated subsidiaries, is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.


Conclusion regarding the effectiveness of disclosure controls and procedures


As of March 29, 2015, an evaluation was performed under the supervision of and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, our management, including our principal executive and principal financial officers, concluded that our disclosure controls and procedures were not effective as of March 29, 2015 due to the material weakness in the Company’s internal control over financial reporting discussed below.


(b) Changes in internal control over financial reporting.


Remedial Measures


As reported in our Form 10-K for the year ended December 28, 2014 we did not maintain effective internal control over financial reporting as of December 31, 2014.   Our management determined that our internal control related to financial reporting was not effective to ensure the effective design of internal control and that an effective evaluation and review of complex accounting matters had occurred prior to presentation to our external auditors.  We are in the process of remediating the identified deficiency in internal control over financial reporting. However, we have not completed all of the corrective remediation actions that we believe are necessary.


Management believes that significant progress has been made as of the date of this report, in remediating the underlying causes of the material weakness. We have taken, and will continue to take, a number of actions to remediate this material weakness. Among other things, we have engaged third party accounting advisors to assist with non-recurring and complex accounting matters.


We will continue to develop and implement policies and procedures to improve the overall effectiveness of internal control over financial reporting. Management believes the foregoing efforts will effectively remediate the material weakness. As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address the control deficiency or determine to modify the remediation plan described above.








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Changes in Internal Control over Financial Reporting


Other than the steps taken to remediate the material weakness described above, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 29, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II.  OTHER INFORMATION


Item  6. Exhibits










































































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(a) Exhibits:


EXHIBITNO.EXHIBIT DESCRIPTION3.1Certificate of Incorporation (filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on August 10, 2007, and incorporated herein by this reference).3.2Amended and Restated Bylaws (filed as an exhibit to the Company's Form 8-K, as filed with the Securities and Exchange Commission on August 29, 2012, and incorporated herein by this reference).3.3First Amendment to the Amended and Restated Bylaws (filed as an exhibit to the Company's Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2012, and incorporated herein by this reference).31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a).31.2Certification Chief Financial Officer pursuant to Rule 13a-14(a).32.1Certification Chief Executive Officer pursuant to 18 U.S.C. Section 1350.32.2Certification Chief Financial Officer pursuant to 18 U.S.C. Section 1350.101.INSXBRL Instance Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.SCHXBRL Taxonomy Extension Schema Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.CALXBRL Taxonomy Extension Calculation Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.DEFXBRL Taxonomy Extension Definition Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.LABXBRL Taxonomy Extension Label Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.PREXBRL Taxonomy Extension Presentation Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)





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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, there unto duly authorized.


Dated:  October 28, 2015 DIVERSIFIED RESTAURANT HOLDINGS, INC.





By: /s/ T. Michael Ansley


T. Michael Ansley


President and Chief Executive Officer


(Principal Executive Officer)





By: /s/ David G. Burke


David G. Burke


Chief Financial Officer and Treasurer


(Principal Financial Officer)





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EXHIBIT INDEX


EXHIBITNO.EXHIBIT DESCRIPTION3.1Certificate of Incorporation (filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on August 10, 2007, and incorporated herein by this reference).3.2Amended and Restated Bylaws (filed as an exhibit to the Company's Form 8-K, as filed with the Securities and Exchange Commission on August 29, 2012, and incorporated herein by this reference).3.3First Amendment to the Amended and Restated Bylaws (filed as an exhibit to the Company's Form 8-K, as filed with the Securities and Exchange Commission on October 31, 2012, and incorporated herein by this reference).31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a).31.2Certification Chief Financial Officer pursuant to Rule 13a-14(a).32.1Certification Chief Executive Officer pursuant to 18 U.S.C. Section 1350.32.2Certification Chief Financial Officer pursuant to 18 U.S.C. Section 1350.101.INSXBRL Instance Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.SCHXBRL Taxonomy Extension Schema Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.CALXBRL Taxonomy Extension Calculation Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.DEFXBRL Taxonomy Extension Definition Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.LABXBRL Taxonomy Extension Label Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)101.PREXBRL Taxonomy Extension Presentation Document (filed as an exhibit to the Original Filing, and incorporated herein by this reference)

















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