10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2011 [Second Quarter]
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____________ to _____________

COMMISSION FILE NO.  333-169145

BIG THREE RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Florida	27-0645694
State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification No.

9085 Charles E. Limpus Road Orlando, Florida	33836
(Address of principal executive offices)	(Zip code)

Issuer’s telephone number: 516-375-6649

BELLA PETRELLA'S HOLDINGS, INC.

(Former name or former address, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act :  None

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 o NO þ

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 o NO þ

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

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

The number of shares outstanding of each of the issuer’s classes of common stock at May 25, 2012 was 20,702,732 shares of $0.01 par value common stock.

TABLE OF CONTENTS

		PAGE
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)		4
	Consolidated Balance Sheets		5
	Consolidated Statements Of Operations		6
	Consolidated Statements Of Cash Flows		7
	Notes To The Consolidated Financial Statements		8
Item 2.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations		20
Item 3.	Quantitative And Qualitative Disclosures About Market Risk		24
Item 4.	Controls And Procedures		24
Part II - Other Information
Item 1.	Legal Proceedings		25
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds		25
Item 3.	Defaults Upon Senior Securities		26
Item 4.	Mine Safety Disclosure (not applicable)		26
Item 5.	Other Information		26
Item 6.	Exhibits		27

2

EXPLANATORY NOTE

The purpose of this amendment on Form 10-Q/A to the quarterly report on Form 10-Q of Big Three Restaurants, Inc. for the quarterly period ended November 30, 2011is to restate the financial information herein pursuant to a financial statement review completed by our independent auditors. Subsequent to the filing of the quarterly report on Form 10-Q, and during the review process, our newly acquired subsidiary's financial statements were adjusted to remove assets and liabilities that were found not to be components of the purchased businesses. The subsidiary financial statements were also adjusted for accruals and deferrals that were identified during our subsidiary's financial statement audit for the calendar year 2011, which were concluded during March 14, 2012.

SUMMARIES OF REFERENCED DOCUMENTS

This quarterly report on Form 10–Q/A contains references to, summaries of and selected information from material agreements and other documents. These agreements and documents are not incorporated by reference; but, they are filed as exhibits to this report or to other reports we have filed with the U.S. Securities and Exchange Commission. Whenever we make reference in this report to any of our material agreements and other documents, the summaries and selected information do not necessarily contain all of the terms and conditions of the material agreements and other documents. The summaries of and selected information from those material agreements and other documents are qualified in their entirety by the complete agreements and other documents. You may obtain the full text of the material agreements and other documents from the Public Reference Section of or online from the Commission.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10–Q/A may include “forward–looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  We intend the forward–looking statements to be covered by the safe harbor provisions for forward–looking statements as described in that section.

This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward-looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward-looking statements.  While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future.

The forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made.  We caution you not to place undue reliance on our forward-looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results.  We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the date of this quarterly report.

USE OF PRONOUNS AND OTHER WORDS

The pronouns “we”, “us”, “our” and the equivalent mean Big Three Restaurants, Inc. and our consolidated subsidiaries.  In the notes to our financial statements, the “Company” means Big Three Restaurants, Inc. and our consolidated subsidiaries.  The pronoun “you” means the reader of this quarterly report on Form 10-Q/A.

3

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

INDEX

FINANCIAL STATEMENTS OF

BIG THREE RESTAURANTS, INC.

	Page
Consolidated Balance Sheets at November 30, 2011 (Unaudited) (as restated) and May 31, 2011		5
Consolidated Statements of Operations For the Three and the Six Months Ended November 30, 2011 (Unaudited) (as restated) and November 30, 2010 (Unaudited)		6
Consolidated Statements of Cash Flows For the Six Months Ended November 30, 2011 (Unaudited) (as restated) and November 30, 2010 (Unaudited)		7
Notes to Consolidated Financial Statements (Unaudited)		8

4

 Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Consolidated Balance Sheets

	November 30, 2011			May 31, 2011
	(Unaudited)
	(as restated)
Assets
Current assets
Cash in bank	$	10,168		$	193
Accounts receivable, net of allowance for doubtful accounts of		99,360			-
$6,600 at November 30, 2011
Inventory		11,089			-
Other current assets		4,238			-
Total current assets		124,855			193
Plant, property, and equipment, net of accumulated depreciation		141,802			-
of $5,252 at November 30, 2011
Other assets
Identifiable intangible assets, net of accumulated amortization		3,111,225			-
of $79,775 at November 30, 2011
Goodwill		971,971			-
Trademarks		5,000			5,000
Other long term assets		355			-
Total other assets		4,088,551			5,000
Total assets	$	4,355,208		$	5,193
Liabilities and shareholders' equity (deficit)
Current liabilities
Accrued payroll and related	$	212,214		$	123,158
Accounts payable (including related party balance of $152,674 and
$90,174 at November 30, 2011 and May 31, 2011, respectively)		290,783			134,682
Line of credit		49,660			-
Notes payable		3,740,703			-
Deferred revenue		20,000			-
Other current liabilities (including related party balance of $17,400)		64,385			-
Total current liabilities		4,377,745			257,840
Long term liabilities
Notes payable		369,742			-
Deferred revenue		114,000			-
Other long term liabilities		25,919			-
Total long term liabilities		509,661			-
Total liabilities		4,887,406			257,840
Shareholders' equity (deficit)
Common stock, $0.01 par value; 500,000,000 shares authorized;
20,404,000 and 16,855,600 shares issued and outstanding at
November 30, 2011 and May 31, 2011, respectively		204,040			168,556
Additional paid-in capital		1,458,103			615,687
Prepaid stock services		(141,875	)		(100,000	)
Accumulated deficit		(2,052,466	)		(936,890	)
Total shareholders' equity (deficit)		(532,198	)		(252,647	)
Total liabilities and shareholders' equity (deficit)	$	4,355,208		$	5,193

See accompanying notes to consolidated financial statements.

5

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Consolidated Statements of Operations

	For the Three Months Ended						For the Six Months Ended
	November 30, 2011			November 30, 2010			November 30, 2011			November 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(as restated)						(as restated)
Revenues
Pizza restaurant and sports bar	$	454,277		$	-		$	454,277		$	-
Franchising operations		164,480			-			164,480			-
Pasta sauces and salsa distribution		19,439			32,386			53,522			60,181
Total revenues		638,196			32,386			672,279			60,181
Cost of sales
Pizza restaurant and sports bar		188,471			-			188,471			-
Pasta sauces and salsa distribution		15,416			23,689			42,094			46,442
Total cost of goods sold		203,887			23,689			230,565			46,442
Gross profit		434,309			8,697			441,714			13,739
Expenses
General and administrative expenses		1,273,357			333,253			1,448,566			502,495
Loss from operations		(839,048	)		(324,556	)		(1,006,852	)		(488,756	)
Interest expense		108,721			-			108,721			-
Net loss	$	(947,769	)	$	(324,556	)	$	(1,115,573	)	$	(488,756	)
Basic and diluted loss per share	$	(0.05	)	$	(0.02	)	$	(0.06	)	$	(0.03	)
Basic and diluted weighted average
common shares outstanding		19,921,481			16,755,600			18,627,825			16,305,327

See accompanying notes to consolidated financial statements.

6

 Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Consolidated Statements of Cash Flows

	Six Months			Six Months
	Ended			Ended
	November 30, 2011			November 30, 2010
	(Unaudited)			(Unaudited)
	(as restated)
Cash flows from operating activities:
Net loss	$	(1,115,573	)	$	(488,756	)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Amortization expense		79,775			-
Depreciation expense		5,252			-
Stock based compensation		760,367			431,912
Changes in assets and liabilities:
Accounts receivable		(4,163	)		5,881
Inventory		-			694
Prepaid expenses and other		(4,236	)		-
Accounts payable		55,512			50,234
Accrued payroll and related		148,840			-
Other liabilities		24,537			-
Deferred revenue		50,250			-
Net cash provided (used) by operating activities		561			(35	)
Cash flows from investing activities:
Cash received in acquisition of Westshore companies		13,490			-
Cash paid for the purchase of fixed assets		(3,466	)		-
Net cash provided by investing activities		10,024			-
Cash flows from financing activities:
Net payments and proceeds from line of credit		(340	)
Principal payments on long term debt		(1,270	)
Sale of common stock		1,000			-
Net cash used by financing activities		(610	)		-
Net increase (decrease) in cash		9,975			(35	)
Cash at beginning of period		193			298
Cash at end of period	$	10,168		$	263
Supplemental disclosures of non-cash investing and financing activities:
Stock issued in exchange for payment of expenses by JVW Entertainment, Inc.	$	-		$	70,689
Common Stock issued related to closing Westshore contracts and extending		280,000			-
note maturity dates.
Common Stock issued for services		516,442			250,000
Common Stock issued in exchange for settlement of a liability		74,658			-
Capital contribution for prepaid expenses by JVW Entertainment, Inc.		-			3,500
Capital contribution for payment of expenses by JVW Entertainment, Inc.		5,800			71,009
The company purchased all of the common stock and membership interests in Philly Westshore Franchising Enterprises, Inc.
and Bobby V's Original Westshore Pizza, LLC (the Westshore Companies). In conjunction with the acquisitions, the following
assets and liabilities were received/assumed:
Fair value of assets acquired	$	3,454,720		$	-
Fair value of liabilities assumed		(4,426,691	)		-
Goodwill acquired	$	(971,971	)	$	-

See accompanying notes to consolidated financial statements.

7

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(1) Nature of Business

Big Three Restaurants, Inc. (the "Company") is a marketing Company, incorporated in Florida on July 28, 2009, with headquarters in Orlando, Florida. The Company sells its own line of gourmet pasta sauces and salsas. The Company is the sole owner of two subsidiaries, Bobby V's Original Westshore Pizza, LLC ("Bobby V's), incorporated in Florida, on August 27, 2008, and Philly Westshore Franchising Enterprises, Inc. ("Philly"), organized in Florida, on March 30, 2008. Bobby V's is a pizza and sandwich sports bar located in Tampa, Florida. Philly, headquartered in Tampa Florida, franchises pizza and sandwich sports bar restaurants primarily in Florida, Georgia, and Ohio. Bobby V's and Philly are referred to together as the "Westshore Companies". The Company’s principal assets are the pasta sauce recipes developed by one of its founders, the pizza and sandwich sports bar's reputation, customer base, inventory and equipment, and franchise contracts and related receivables.  

(2) Basis of Presentation and Going Concern

While the information presented in the accompanying interim condensed consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). These interim consolidated financial statements follow the same accounting policies and methods of application as used in the May 31, 2011 audited financial statements of the Company. All adjustments are of a normal, recurring nature. Interim consolidated financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited consolidated financial statements, and these notes to interim condensed consolidated financial statements are abbreviated and contain only certain disclosures related to the six month period ended November 30, 2011. It is suggested that these interim consolidated financial statements be read in conjunction with the Company’s year-end audited May 31, 2011 financial statements. Operating results for the six month period ended November 30, 2011 are not necessarily indicative of the results that can be expected for the year ending May 31, 2012.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company has incurred net losses during the six months ended November 30, 2011 and November 30, 2010 of $1,115,573 and $488,756 respectively. To continue as a going concern, the Company plans to raise funds through private placements and public stock offerings. These funds will be used for marketing, to retire promissory notes issued to purchase the Westshore Companies, and for payment of general and administrative expenses. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

8

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(3)  Restatement of Consolidated Financial Statements

The financial statements as of and for the three and six months ended November 30, 2011 have been restated resulting from a financial statement review by our independent auditors. During the financial statement review process, our newly acquired subsidiary's financial statements were adjusted to remove assets and liabilities that were found not to be components of the purchased businesses. The subsidiary financial statements were also adjusted for accruals and deferrals that were identified during our subsidiary's financial statement audit for the calendar year 2011, which were concluded during March 14, 2012. The following schedule illustrates the effects on the consolidated financial statements:

	As Previously			Adjustments
	Reported			to Restate			As Restated
Consolidated Balance Sheet As of November 30, 2011:
Assets
Current assets
Cash in bank	$	10,168		$	-		$	10,168
Accounts receivable		118,513			(19,153	)		99,360
Prepaid expenses		35,509			(35,509	)		-
Inventory		-			11,089			11,089
Other current assets		11,089			(6,851	)		4,238
Total current assets		175,279			(50,424	)		124,855
Plant, property, and equipment		52,497			89,305			141,802
Other assets
Prepaid expenses		69,249			(69,249	)		-
Identifiable intangible assets, net of accumulated amortization		3,111,225			-			3,111,225
Due from stockholder		404,650			(404,650	)		-
Goodwill		441,071			530,900			971,971
Trademarks		5,000			-			5,000
Other long term assets		-			355			355
Total other assets		4,031,195			57,356			4,088,551
Total assets	$	4,258,971		$	96,237		$	4,355,208
Liabilities and shareholders' equity (deficit)
Current liabilities
Accrued payroll and related	$	198,671		$	13,543		$	212,214
Accounts payable		217,561			73,222			290,783
Line of credit		-			49,660			49,660
Notes payable		3,737,334			3,369			3,740,703
Deferred revenue		-			20,000			20,000
Other current liabilities		41,341			23,044			64,385
Total current liabilities		4,194,907			182,838			4,377,745
Long term liabilities
Notes payable		421,254			(51,512	)		369,742
Deferred revenue		20,000			94,000			114,000
Other long term liabilities		-			25,919			25,919
Total long term liabilities		441,254			68,407			509,661
Total liabilities		4,636,161			251,245			4,887,406
Shareholders' equity (deficit)
Common stock		204,240			(200	)		204,040
Additional paid-in capital		1,442,791			15,312			1,458,103
Prepaid stock services		-			(141,875	)		(141,875	)
Accumulated deficit		(2,024,221	)		(28,245	)		(2,052,466	)
Total shareholders' equity (deficit)		(377,190	)		(155,008	)		(532,198	)
Total liabilities and shareholders' equity (deficit)	$	4,258,971		$	96,237		$	4,355,208

9

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(3)  Restatement of Consolidated Financial Statements (continued)

	As Previously			Adjustments
	Reported			to Restate			As Restated
Consolidated Statement of Operations for the Three Months
Ended November 30, 2011:
Revenues	$	643,586		$	(5,390	)	$	638,196
Cost of sales		203,887			-			203,887
Gross profit		439,699			(5,390	)		434,309
General and administrative expenses		1,355,702			82,345			1,273,357
Loss from operations		(916,003	)		76,955			(839,048	)
Interest expense		-			108721			108,721
Net loss	$	(916,003	)	$	(31,766	)	$	(947,769	)
Basic and diluted loss per share	$	(0.05	)	$	-		$	(0.05	)
Consolidated Statement of Operations for the Six Months
Ended November 30, 2011:
Revenues	$	677,669		$	(5,390	)	$	672,279
Cost of sales		230,565			-			230,565
Gross profit		447,104			(5,390	)		441,714
General and administrative expenses		1,530,911			82,345			1,448,566
Loss from operations		(1,083,807	)		76,955			(1,006,852	)
Interest expense		-			108721			108,721
Net loss	$	(1,083,807	)	$	(31,766	)	$	(1,115,573	)
Basic and diluted loss per share	$	(0.06	)	$	-		$	(0.06	)

(4)  Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include estimates related to classification of expenditures as either an asset or expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the consolidated financial statements in the period it is determined to be necessary. Actual results may differ materially from these estimates under different assumptions or conditions.

10

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(4) Significant Accounting Policies (continued)

Consolidation

The consolidated financial statements include the accounts of Big Three Restaurants, Inc. and its wholly owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain accounts in the prior-year end financial statements have been reclassified for comparative purposes to conform with the presentation of the current-year consolidated financial statements.

Inventory

Inventories of food, beverage, and paper supplies are stated at the lower of cost or market using the first-in, first-out (FIFO) method.

Plant, Property and Equipment

Plant, property and equipment are stated at cost.  Depreciation of plant, property and equipment is calculated on the straight-line method over the estimated useful lives of the respective assets, generally seven years.  Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.  Maintenance and repair costs are charged to expense as incurred and significant replacements and improvements are capitalized.  When plant, property and equipment are sold or otherwise disposed, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.  No impairment charges were considered necessary during the period ended November 30, 2011.

Goodwill

Goodwill is reviewed for possible impairments at least annually or more frequently upon the occurrence of an event or when circumstances indicate that goodwill may be impaired.  Goodwill impairment is identified by comparing the fair value of the reporting unit to its carrying value.  If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value.  No impairment was considered necessary during the period ended November 30, 2011.

11

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

 (4) Significant Accounting Policies (continued)

Revenue Recognition

The Company accounts for revenue recognition in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101) and FASB ASC 605 Revenue Recognition.  The Company recognizes revenue for the pasta sauces and salsas operation, when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the price and terms are finalized, and collections of resulting receivable is reasonably assured.  Pasta sauces and salsa products are primarily shipped FOB shipping point at which time title passes to the customer. The Company recognizes revenue for the pizza and sports bar operation at the point of sale. The Company recognizes franchise fee revenue when all material services or conditions relating to the sale have been substantially performed or satisfied, and franchise royalty fees are earned and recognized monthly.Deferred revenue results when franchise fee revenues are received in advance and  substantial performance of franchisor obligations have not been completed. Territory agreements provide for the development of a specified number of franchised restaurants within a defined geographic territory. Territory agreements are recognized ratably over the term of the agreements, which are typically ten years.

Share-Based Compensation

U.S. GAAP requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award.

Share-Based Compensation (continued)

The Company accounts for common stock warrants granted based on the fair market value of the instrument using the Black-Scholes option pricing model utilizing certain weighted average assumptions such as expected stock price volatility, term of the common stock warrants, risk-free interest rates, and expected dividend yield at the grant date.  Expected stock price volatility is based on a calculated value which was determined through the weighted average stock price volatilities of appropriate peer companies. The expected term of the common stock warrants granted is equal to the estimated life of the warrants. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the common stock warrants. The Company does not expect to pay any dividends.

Income Taxes

Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates.

12

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

4) Significant Accounting Policies (continued)

Certain guidance located within Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 740, "Income Taxes" (“ASC Topic 740”), clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on the recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company had no uncertain tax positions for the three and six months ended November 30, 2011 and the three and six months ended November 30, 2010.

Net Loss Per Share

Basic loss per common share is computed based on weighted average shares outstanding and excludes any potential dilution from stock options, warrants and other common stock equivalents; this metric is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock (i.e., options and warrants) were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For the periods ended November 30, 2011 and May 31, 2011, common stock equivalents consisting of 1,000,000 outstanding warrants were not considered in the calculation of the weighted average number of common shares outstanding for diluted EPS, as they would be anti-dilutive, thereby decreasing the net loss per common share. Effective May 8, 2012, the aforementioned warrants were cancelled as further described in Subsequent Events below.

Recent Accounting Pronouncements

The Company’s management does not believe that recent codified pronouncements by the FASB or SEC will have a material impact on the Company’s current or future financial statements.

(5) Plant, Property and Equipment

Plant, property and equipment consist of the following as of November 30, 2011.  There were no such amounts as of May 31, 2011:

Furniture and fixtures	$	2,038
Equipment		103,479
Office equipment		3,086
Signs		7,027
Leasehold improvements		31,424
		147,054
Less accumulated depreciation		5,252
	$	141,802

Depreciation expense amounted to $5,252 and $5,252 for the three and six months ended November 30, 2011, respectively.

13

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(6) Notes payable

Notes payable consist of the following  as of November 30, 2011.  There were no notes payable outstanding as of May 31, 2011:

Notes payable; interest accrues monthly at 2.00%;
principal and accrued interest due on
August 31, 2012; collateralized by the
equity interests of the Westshore subsidiaries	$	3,687,674
Note payable; interest at 6.00%; monthly principal
and interest payments of $5,540; matures
August 1, 2013; secured by equipment		422,771
		4,110,445
Less amounts currently due		3,740,703
Long term notes payable	$	369,742

(7) Line of credit

The Company has a $50,000 operating line of credit with Pilot Bank, which provides for working capital financing, and is secured by all assets of the Company. The line of credit is renewable annually. Interest at a rate of 6.25% is due monthly. The outstanding balance on the line of credit was $49,660

at November 30, 2011.

(8) Concentrations

The Company does a significant amount of its total pasta sauce and salsa distribution segment with a limited number of customers. Prior to the acquisition of the Westshore Companies on September 2, 2011, 100% of the Company's revenue was generated by the pasta sauce and salsa distribution segment. One customer comprised 79% of total revenues for the Company's pasta and salsa distribution segment for the three month period ended November 30, 2011.  During the three month period ended November 30, 2010, one customer comprised 75% of total revenues for the Company. During the six month period ended November 30, 2011, two customers comprised 92% of total revenues for the Company’s pasta sauce and salsa distribution segment. During the six month period ended November 30, 2010, one customer comprised 86% of total revenues for the Company. The Company outsources product manufacturing of its pasta sauce and salsa distribution operation to one manufacturer. However, the Company believes other manufacturing options are available. Effective May 8, 2012, the Company disposed of its pasta and salsa distribution operation as further described in Subsequent Events below.

There are no significant concentrations inherent in the Company's franchising operations segment or pizza restaurant and sports bar segment.

14

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(9) Contingencies and Commitments

In connection with the stock purchase by JVW Entertainment, Inc., the Company has entered into a Consulting Services Agreement with Joseph M. Petrella, Jr., one of the Company’s founders. The Consulting Services Agreement is for a period of five (5) years with cash payments made every two weeks totaling $75,000 per year. The agreement also calls for common stock purchase warrants to be issued in the total amount of 1,000,000 shares, exercisable for four years beginning one year after the date of the consulting agreement. The exercise amounts and prices are as follows:

200,000 shares at $0.50/share	200,000 shares at $2.00/share
200,000 shares at $0.75/share	200,000 shares at $3.00/share
200,000 shares at $1.00/share

Mr. Petrella, Jr., also entered into an Agreement Not To Compete with the Company.  No value was assigned to the non-compete agreement due to disincentives to break the non-compete, such as the Consulting Services Agreement and Mr. Petrella, Jr.'s continuing ownership interest in the Company. Effective May 8, 2012, the aforementioned Consulting Services Agreement, Agreement Not To Compete, and warrants were cancelled as further described in Subsequent Events below.

The Company entered into a Membership Units Purchase and Sale Agreement effective September 2, 2011, to acquire Vasaturo Real Estate Holdings, LLC (VREH), a corporation owned by Robert Vasaturo, Jr., for $800,000. VREH owns and leases to Bobby V's Original Westshore Pizza, LLC the real estate that on which the restaurant is located in Tampa, Florida. The closing of this transaction is subject to the extensions for the promissory notes issued to purchase the Westshore Companies and has been extended until August 31, 2012 as further described in Subsequent Events below. 

The Company entered into a Stock Purchase and Sale effective September 2, 2011, to acquire Philly Westshore Franchising Enterprises, Inc. The agreement calls for the Company to issue up to 1,000,000 common stock purchase warrants to Robert Vasaturo, Jr., exercisable for one share of the Company's common stock at a price of $1.00 per share over a term of ten years from the date of issue. One hundred thousand of the common stock purchase warrants vest and become exercisable for each Bobby V's Original Westshore Pizza franchise restaurant existing on the issue date, which Philly Westshore Enterprises, Inc. repurchases within twenty-four months after the issue date, not to exceed a total of ten such restaurants. No warrants were vested as of November 30, 2011.

(10) Related Party Transactions

In connection with a Consulting Services Agreement with Mr. Petrella, Jr., the Company has recorded a liability in the amount of $127,674 and $90,174, as of November 30, 2011 and May 31, 2011, which is included in accounts payable in the accompanying consolidated balance sheets. Effective May 8, 2012, the Company disposed of the pasta and salsa distribution operation. Under the terms of the related disposition agreements, all accrued and unpaid liabilities under the Consulting Services Agreement were cancelled as further described in Subsequent Events below.

The Company incurred commissions to Mr. Petrella, Jr. of $2,627 and $9,052 during the three months ended November 30, 2011 and November 30, 2010, respectively. The Company incurred commissions to Mr. Petrella, Jr. of $8,071, and $14,359, during the six months ended November 30, 2011 and November 30, 2010, respectively. These commissions are included in general and administrative expenses in the accompanying consolidated statements of operations. The commissions paid and accrued to Mr. Petrella, Jr., during the periods were considered reasonable compensation for his selling and administrative services during the period.

15

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(10) Related Party Transactions (continued)

JVW Entertainment. Inc. paid Company expenses which were recorded as additional paid in capital during the three months ended November 30, 2011 and November 30, 2010 of $3,000 and $37,095 respectively.  JVW Entertainment. Inc. paid Company expenses which were recorded as additional paid in capital during the six months ended November 30, 2011 and November 30, 2010 of $5,800 and $145,288, respectively.

Bobby V's Original Westshore Pizza rents its building from a corporation owned by a shareholder of the Company for $5,800 per month. The Company has accrued $17,400 for such rent as of November 30, 2011, which is included in other current liabilities on the accompanying consolidated balance sheet. The Company has an agreement to acquire the corporation owned by the shareholder the closing of which has been extended to August 31, 2012 as further described in Subsequent Events below.

The Company is indebted to a shareholder in the amount of $25,000 which is included in accounts payable in the accompanying consolidated balance sheet.

A shareholder of the Company owns six of the franchisees of Philly Westshore Franchising Enterprises, Inc. The Company received royalty fees from these franchisees during the three and six month periods ended November 30, 2011 of $5,250.

The above amounts and terms of the related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent parties.

(11) Business Combinations

The Company entered into the following material contracts, effective September 2, 2011.  

1.  The Company purchased Bobby V’s at a price of $1,110,000, which was paid with the Company's two promissory notes due October 31, 2011, secured by the members’ interests in the acquired limited liability company.  The maturity date of the notes is subject to two extensions, the last being through August 31, 2012, and can be paid by issue of shares of the Company’s common stock, at the election of the note holders.  The notes were extended to December 31, 2011 on October 13, 2011, with the issuance of the 500,000 shares of the Company's common stock as discussed in item 2, below. The notes were extended to August  31, 2012 on February 8, 2012, with the issuance of the 1,000,000 shares of the Company's common stock as discussed in item 2, below. These two promissory notes, along with the promissory note issued to purchase Philly described in item 2, below, were extended in unison in exchange for the stock issued as further described in Subsequent Events below.

2.  The Company purchased Philly at a price of $2,590,000, which was paid with the Company's promissory note due October 31, 2011, secured by the common stock in the acquired corporation.  The maturity date of the note is subject to two extensions, the last being through August 31, 2012, and can be paid by shares of the Company’s common stock, at the election of the holder.  The note was extended to December 31, 2011 on October 13, 2011, with the issuance of 500,000 shares of the Company’s common stock. The note was extended to August 31, 2012 on February 8, 2012, with the issuance of 1,000,000 shares of the Company's common stock. This promissory note, along with the promissory notes issued to purchase Bobby V's described in item 1, above, were extended in unison in exchange for the stock issued as further described in Subsequent Events below.

16

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(11) Business Combinations (continued)

The Company acquired the Westshore Companies as part of its strategy to make acquisitions that provide vertical integration with its current products.  The Company also believes the acquisitions provide revenue and expansion potential.

Bobby V’s operates one 83 seat pizza and sandwich sports bar in Tampa, Florida.  The restaurant was founded in 1994.  Unaudited gross revenues of the restaurant’s most recently ended 2010 fiscal year were $1,519,000.

Philly franchises to others pizza and sandwich sports bars in Florida, Ohio, and Georgia.  Audited gross revenues of the business’ most recently ended 2010 fiscal year were $731,000.

The Company has employed the prior owner to continue management of Bobby V’s and Philly.  The employment contract is for seven years and calls for an initial annual salary of $450,000 in the aggregate until the Company's notes given in purchase of the subsidiaries are paid and a salary of $150,000 per year after the payment of the notes. The prior owner has control over the bank accounts until the notes are paid.

The following table presents unaudited pro forma information of the results of the Company for the periods ended November 30, 2011 and November 30, 2010 as if these acquisitions had taken place at the beginning of the periods presented.  

	For the Six Months Ended
	November 30, 2011			November 30, 2010
Net sales	$	1,284,897		$	1,112,536
Operating loss		(831,483	)		(717,777	)
Net loss	$	(864,550	)	$	(892,210	)

Allocation of Consideration Transferred

U.S. GAAP, requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

The purchase price for Bobby V's and Philly was provisionally allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at acquisition date, with the excess being allocated to goodwill, in the following unaudited table:

Total purchase price	$	3,700,000
Total net book value of subsidiaries acquired on September 2, 2011		(7,902	)
Total franchise fees included in net book value at September 2, 2011		540,873
Difference between fair market value and net book value of fixed assets		(70,000	)
Identifiable intangible assets and goodwill		4,162,971
Identifiable intangible assets		3,191,000
Goodwill	$	971,971
Acquisition related expenses (included in general and administrative expenses)	$	190,000

17

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(11) Business Combinations (continued)

According to generally accepted accounting principles, the Company has a one year measurement period to adjust the purchase price allocation. In the accompanying consolidated financial statements the initial accounting for the business combination has not been completed because the intangible asset valuation has not been received. Accordingly, management's purchase price allocation is provisional (which may impact intangible asset valuations and the purchase price allocation), until the Company receives an independent purchase price allocation report which is expected to be delivered soon.

(12) Segment Reporting

Due to the nature of the business activities, and that separate information is used to manage components of operations, and that information is reported to the Company's board of directors, management has identified the following reportable segments:

1. Pizza restaurant and sports bar

2. Franchising operations

3. Pasta sauce and salsa distribution

Summarized in the following tables are net sales and operating revenues, depreciation and amortization, loss before taxes, and total assets for the Company's reportable segments for the three month and six month periods ended November 30, 2011 and November 30, 2010.

	For the Three Months Ended						For the Six Months Ended
	November 30, 2011			November 30, 2010			November 30, 2011			November 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Pizza restaurant and sports bar	$	454,277		$	-		$	454,277		$	-
Franchising operations		164,480			-			164,480			-
Pasta sauces and salsa distribution		19,439			32,386			53,522			60,181
Total revenues	$	638,196		$	32,386		$	672,279		$	60,181
Depreciation and amortization
Pizza restaurant and sports bar	$	17,378		$	-		$	17,378		$	-
Franchising operations		67,649			-			67,649			-
Pasta sauces and salsa distribution		-			-			-			-
Total depreciation and amortization		85,027			-			85,027			-
Loss before taxes
Pizza restaurant and sports bar	$	(69,472	)	$	-		$	(69,472	)	$	-
Franchising operations		(96,357	)		-			(96,357	)		-
Pasta sauces and salsa distribution		(13,816	)		(19,107	)		(34,143	)		(38,120	)
Combined		(179,645	)		(19,107	)		(199,972	)		(38,120	)
Corporate administration and other		(768,124	)		(305,449	)		(915,601	)		(450,636	)
Total loss before taxes	$	(947,769	)	$	(324,556	)	$	(1,115,573	)	$	(488,756	)
Assets
Pizza restaurant and sports bar	$	1,317,575		$	-		$	1,317,575		$	-
Franchising operations		3,021,946			-			3,021,946			-
Pasta sauces and salsa distribution		15,687			30,029			15,687			30,029
Total Assets	$	4,355,208		$	30,029		$	4,355,208		$	30,029

Note: Certain segment expenses have been allocated to corporate administration and other.

18

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(13) Subsequent Events

On February 8, 2012, the Company issued 1,000,000 shares of restricted common stock to the owner of  Bobby V’s and Philly for an extension of the maturity date of the promissory notes issued to close the transactions described previously in notes to consolidated financial statements.  All three promissory notes were extended in unison in exchange for the stock issued. With this extension, the maturity date of the notes has been extended to August 31, 2012.

Effective March 8, 2012, our majority stockholder, JVW Entertainment, Inc., removed two of the Company's directors by action by written consent. More information about the removal of these board members is available in our report on Form 8-K filed on March 15, 2012.

On March 9, 2012, the Company entered into a Securities Purchase Agreement whereby the Company issued a convertible debenture in the amount of $42,500. The convertible debenture matures December 12, 2012 and carries an interest rate of 8% per annum. The convertible debenture can be prepaid during the first 90 days at an amount equal to the outstanding principal amount plus accrued and unpaid interest, multiplied by 140%. The convertible debenture can be prepaid during 91st day through to the 150th day following the issue date, at an amount equal to the outstanding principal amount plus accrued and unpaid interest, multiplied by 145%. The convertible debenture can be prepaid during the 151st day through to the date of maturity, at an amount equal to the outstanding principal amount plus accrued and unpaid interest, multiplied by 150%. If the convertible debenture is not retired prior to maturity, it is convertible into shares of the Company's common stock at a 49% discount off the average of the lowest three closing bid prices as listed on the Over-the-Counter Bulletin Board during the last 15 day trading period ending one trading day prior to a conversion notice being conveyed by the holder.  The proceeds received from the issuance of this convertible debenture were used to pay legal and accounting fees.

Effective April 19, 2012, a member of the Company's directors resigned. More information about the resignation of this board member is available in our report on Form 8-K filed on April 24, 2012.

Effective May 8, 2012, the Company entered into a Purchase and Sale Agreement and Mutual General Release with a consultant and stockholder, and our Vice President for Retail Sales, whereby we sold back all of our interest in the pasta sauce and salsa distribution operation, trademarks and all related business which we had purchased from the two parties on March 5, 2010. In consideration for the transaction we mutually terminated the consulting agreement and non-compete agreement; the stockholder surrendered 940,000 shares of our common stock, 1,000,000 common stock purchase warrants; and cancelled all accrued and unpaid compensation under the consulting agreement. Our Vice President of Retail Sales resigned the position, cancelled all accrued and unpaid compensation, and surrendered 99,868 shares of our common stock. More information about the Purchase and Sale Agreement and Mutual Release is available on our report on Form 8-K filed on May 9, 2012.

19

Big Three Restaurants, Inc.

(A majority owned subsidiary of JVW Entertainment, Inc.)

Notes to Consolidated Financial Statements

(unaudited)

(13) Subsequent Events (continued)

As this Form 10Q/A amends a previously filed quarterly report, we have not included discontinued operations disclosure. Complete discontinued operations disclosure will be included in Form 10K for the fiscal year ended May 31, 2012. The following table presents unaudited pro forma information of the results of the Company for the periods ended November 30, 2011 and November 30, 2010 as if the disposition had taken place at the beginning of the periods presented.

	For the Three Months Ended						For the Six Months Ended
	November 30, 2011			November 30, 2010			November 30, 2011			November 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating loss as reported	$	(839,048	)	$	(324,556	)	$	(1,006,852	)	$	(488,756	)
Operating loss from discontinued operations		13,816			19,107			34,143			38,120
Pro forma operating loss		(825,232	)		(305,449	)		(972,709	)		(450,636	)

On May 14, 2012 the Company changed its name to "Big Three Restaurants, Inc.". We believe this name is compatible with our current trading symbol of "BTHR", which we do not expect to change.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

Our consolidated operations include a well established and recognized pizza and sandwich sports bar located in Tampa, Florida, a company that franchises pizza and sandwich sports bars in the states of Florida, Ohio, and Georgia, and a company that sells and distributes pasta sauces and salsas in the northeastern United States.  Effective May 8, 2012, the Company disposed of the pasta sauce and salsa distribution operation. More information is available on our Form 8-K filed on May 9, 2012.

Since our inception on July 28, 2009 through November 30, 2011 we have generated revenues of $863,033 and incurred a net loss of $2,052,466. We believe that our subsidiary operations are synergistic which will lead to improvements in overall operating results over time. We believe that our pizza and sandwich sports bar will be profitable after we achieve the required funding to retire the promissory notes issued to purchase the operation. We believe the franchising operation will continue to grow and will provide profits resulting from new territory agreements and expanded marketing efforts to build name recognition. You have no assurance that our beliefs or expectations will be achieved or that cash flows from our business will be adequate to achieve profitability or to maintain operations.

The operating results for the period ended November 30, 2011 includes revenues and expenses of our subsidiary operations acquired September 2, 2011. The operating activity during the period ended November 30, 2010, was limited to our pasta sauce and salsa distribution operation.

20

The following table presents the change in operating losses over the periods presented:

				For the Three Month Period Ended
							Increase			Percent change
Segment	November 30, 2011			November 30, 2010			(decrease)			from 2011
Pizza restaurant and sports bar	$	(63,126	)	$	-		$	(63,126	)
Franchising operations		(95,044	)		-			(95,044	)
Pasta sauces and salsa distribution		(13,816	)		(19,107	)		5,291			-28	%
Combined operating income (loss)		(171,986	)		(19,107	)		(152,879	)		800	%
Corporate administration and other		(667,062	)		(305,449	)		361,613			-118	%
Total Operating Loss	$	(839,048	)	$	(324,556	)	$	208,734			-64	%

				For the Six Month Period Ended
							Increase			Percent change
Segment	November 30, 2011			November 30, 2010			(decrease)			from 2011
Pizza restaurant and sports bar	$	(63,126	)	$	-		$	(63,126	)
Franchising operations		(95,044	)		-			(95,044	)
Pasta sauces and salsa distribution		(34,143	)		(38,120	)		3,977			-10	%
Combined operating income (loss)		(192,313	)		(38,120	)		(154,193	)		404	%
Corporate administration and other		(814,539	)		(450,636	)		(363,903	)		81	%
Total Operating Loss	$	(1,006,852	)	$	(488,756	)	$	(518,096	)		106	%

We have experienced several periods of capital formation and business acquisition expenses resulting in operating losses which management believes are normal for an expanding business.

Revenues

Revenues for the period ended November 30, 2011 includes the revenues of our subsidiary operations acquired September 2, 2011. Revenues generated during the period ended November 30, 2010, was limited to our pasta sauce and salsa distribution operation.

The following table presents the change in revenues over the periods presented:

			For the Three Month Period Ended
					Increase			Percent change
Segment	November 30, 2011		November 30, 2010		(decrease)			from 2011
Pizza restaurant and sports bar	$	454,277	$	-	$	454,277
Franchising operations		164,480		-		164,480
Pasta sauces and salsa distribution		19,439		32,386		(12,947	)		-40	%
Total Revenue	$	638,196	$	32,386	$	605,810			1871	%

			For the Six Month Period Ended
					Increase			Percent change
Segment	November 30, 2011		November 30, 2010		(decrease)			from 2011
Pizza restaurant and sports bar	$	454,277	$	-	$	454,277
Franchising operations		164,480		-		164,480
Pasta sauces and salsa distribution		53,522		60,181		(6,659	)		-11	%
Total Revenue	$	672,279	$	60,181	$	612,098			1017	%

21

We expect our sales to increase for fiscal year ending May 31, 2013 resulting from the acquisition of our pizza restaurant and sports bar, the acquisition of our franchising operation, and from the increased marketing and geographical expansion efforts of our franchising company.  The expansion plan for our franchise operation includes an expected growth of twenty new locations over the next ten years. On September 25, 2011, our franchise operation entered into a territory agreement for the state of Georgia which requires the territory owner to open ten stores in Georgia over the next ten years. On March 23, 2011, our franchise operation entered into a territory agreement for the state of Ohio which requires the territory owner to open twenty-three stores in Ohio over through the period ended January 31, 2021. We plan to realign operations of our franchise stores in Florida to optimize revenues. We are engaged in negotiations for potential territory franchise agreements in Texas, California and Nevada.

Expenses

Expenses for the period ended November 30, 2011 includes the expenses of our subsidiary operations acquired September 2, 2011. Expenses incurred during the period ended November 30, 2010, was limited to our pasta sauce and salsa distribution operation.

The following table presents the change in operating expenses over the periods presented:

			For the Three Month Period Ended
					Increase			Percent change
Segment	November 30, 2011		November 30, 2010		(decrease)			from 2011
Pizza restaurant and sports bar	$	328,932	$	-	$	328,932
Franchising operations		259,524		-		259,524
Pasta sauces and salsa distribution		17,839		333,253		(315,414	)		(77	)%
Combined expenses		606,295		333,253		273,042
Corporate administration and other		667,062		-		667,062
Total Expenses	$	1,273,357	$	333,253	$	940,104			282	%

			For the Six Month Period Ended
					Increase			Percent change
Segment	November 30, 2011		November 30, 2010		(decrease)			from 2011
Pizza restaurant and sports bar	$	328,932			$	328,932
Franchising operations		259,524				259,524
Pasta sauces and salsa distribution		45,571		502,495		(456,924	)		(89	)%
Combined expenses		634,027		502,495		131,532
Corporate administration and other		814,539		-		814,539
Total Expenses	$	1,448,566	$	502,495	$	946,071			188	%

Note: Certain segment expenses have been allocated to corporate administration and other.

The increase in operating expenses was primarily due to the addition of operating expenses of newly acquired subsidiary operations, and costs incurred to acquire the subsidiaries.

22

Liquidity and Capital Resources

As of November 30, 2011, our cash balance was $10,168.  The Statements of Cash Flows provide information about our net cash flow for the financial statement periods presented in this quarterly report.  Our pizza restaurant and sports bar operation, and franchise operation, are financed by operating cash flow. To date, we have financed corporate overhead and our pasta and salsa distribution operation through the issuance of stock and contributions to capital by JVW Entertainment, Inc. We do not expect the disposition of our pasta sauce and salsa distribution operation to affect our liquidity.

We expect our liquidity to improve during the 2013 fiscal year based on our recent acquisitions and funding for continuing operations we believe may be available based on our projected revenue growth.

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.  Our subsidiary operations will require funding for planned expansion and marketing efforts necessary to achieve the potential growth.  We are contractually unable to utilize cash flow generated from subsidiary operations until we obtain funding to retire the promissory notes issued to acquire the pizza restaurant and sports bar, and franchising operation. Since inception, funding to cover our corporate overhead has been provided by the proceeds from the sale of stock, and contributions of capital made by JVW Entertainment, Inc. There is no assurance that the sale of stock in the short term, will provide required working capital, and there is no obligation for JVW Entertainment, Inc. to make further contributions of capital or to provide any other form of funding.  We believe cash flow generated from the sale of our products will be sufficient to sustain current operations; but, product sales alone will not generate sufficient profits to implement our plan of operations.  To fully implement our plan of operations, we expect to require $10,000,000 over the next thirty-six months. In the event we require additional capital to fund operations and growth, we may need to sell securities in private placements or obtain debt funding.  You have no assurance we will be able to make private sales of our securities or obtain debt funding, if we should have a need so to do.

The following table provides information about the recent acquisitions of two subsidiaries.  More information about the transactions is available in our report on Form 8-K filed on September 6, 2011.

Name of Subsidiary	Note Amount		Due Date	First Extension(1)	Second Extension(2)
Bobby V’s Original Westshore Pizza LLC		$1,106,302	10/31/2011	12/31/2011	08/31/2012
Philly Westshore Franchising Enterprises, Inc.		$2,581,372	10/31/2011	12/31/2011	08/3/2012

(1)  Extension granted, in consideration of 500,000 shares of common stock for extension of all notes.

(2)  Extension granted in consideration of 1,000,000 shares of common stock for extension of all notes.

We are currently in talks with several equity participants to secure the $4.5 million we need to pay the notes we have issued to purchase our subsidiaries and to close the purchase of the real estate on which our Tampa restaurant is located. You have no assurance we will be successful in our efforts to obtain the needed equity financing.  Our note holders have extended the due dates on the notes until August 31, 2012.  If we are unable to retire the notes by the extended due dates, and the note holders do not grant a further extension, we would lose ownership of our subsidiaries.

23

Critical Accounting Policies and Estimates

Estimates.  The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the period. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.  Estimates that are critical to the accompanying consolidated financial statements include estimates related to classification of expenditures as either an asset or expense, and the likelihood of loss contingencies. Management bases its estimates and judgments on experience, which is limited at this time, and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Management revises estimates and assumptions periodically and the effects of revisions are reflected in the consolidated financial statements in the period during which it is determined to be necessary.  Actual results may differ materially from these estimates under different assumptions or conditions. 

According to generally accepted accounting principles, the Company has a one year measurement period to adjust the purchase price allocation. In the accompanying consolidated financial statements the initial accounting for the business combination has not been completed because the intangible asset valuation has not been received. Accordingly, management's purchase price allocation is provisional (which may impact intangible asset valuations and the purchase price allocation), until the Company receives an independent purchase price allocation report which is expected to be delivered soon.

The Company accounts for long-lived assets, including intangibles that are amortized, in accordance with GAAP, which requires that all long-lived assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Management considers both qualitative and quantitative factors when considering circumstances that may indicate impairment. This consideration requires significant management judgment and could have a significant effect of the recognition of impairment charges. If indicators of impairment are present, reviews are performed to determine whether the carrying value of an asset to be held and used is impaired. Such reviews involve a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset over its remaining useful life. The determination of future cash flows involves inherent uncertainties and the application of management judgment regarding the future operations of the Company. If the comparison indicates that there is impairment, the impaired asset is written down to its fair value.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 ITEM 4.  CONTROLS AND PROCEDURES

307 – Disclosure controls and procedures: As of November 30, 2011, our management carried out an evaluation of the effectiveness of disclosure controls and procedures, with the participation of our principal executive and principal financial officers.  Disclosure controls and procedures are defined in Exchange Act Rule 15d–15(e) as “controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”  Based on our evaluation, our chief executive officer and chief financial officer have concluded that, as of November 30, 2011, we did not have effective disclosure controls and procedures.

24

The primary reason for our management’s conclusions is that we did not have a plan in place for implementing controls and procedures nor did we have sufficient personnel to implement checks and balances.  We believe that we will have sufficient funds available to develop a plan in the foreseeable future.  We do anticipate that our business will need sufficient personnel in the foreseeable future that are needed to implement checks and balances.

308(b) – Changes in internal control over financial reporting:  Based upon an evaluation by our management of our internal control over financial reporting, with the participation of our principal executive and principal financial officers, there were no changes made in our internal control over financial reporting during the period ended November 30, 2011 that have materially affected or are reasonably likely to materially affect this control.

Limitations on the Effectiveness of Internal Control: Our management does not expect that our disclosure controls and procedures, if any, or our internal controls over financial reporting, if any, will necessarily prevent all fraud and material errors.  An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, and/or by management override of the control.  The design of any system of internal control is also based in part upon certain assumptions about risks and the likelihood of future events, and there is no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, controls may become inadequate because of changes in circumstances and the degree of compliance with the policies and procedures may deteriorate.  Because of the inherent limitations in a cost-effective internal control system, financial reporting misstatements due to error or fraud may occur and not be detected on a timely basis.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are not engaged in any litigation at the date of this report, nor have we concluded any litigation during the three months ended November 30, 2011, and do not expect to be engaged in litigation of a routine nature in the future.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents the shares of common stock sold during the three month period ended November 30, 2011.  

	Number	Date of Sale	Price or
Purpose	of Shares	or Issue	Value
Inducement to close acquisition transaction (1)	350,000	9/2/2011	$112,000
Consideration for extension of promissory notes (1)	500,000	10/13/2011	$160,000
Reimbursement for payment of company expenses (2)	70,000	10/24/2011	$7,500
Sale (3)	205,000	10/24/2011	$55,888
Sale (4)	62,400	10/24/2011	$10,000

(1) Shares issued to the sellers in transactions in which we purchased our subsidiaries.

(2) Shares issued to executive officer.

(3) Shares sold to existing stockholder for cash. Proceeds used to pay independent accountant's fees.

(4) Shares sold to acquaintance of subsidiary officer. Proceeds used to pay former chief financial officer and to pay

     independent accountant's fees.

25

We did not receive cash proceeds from the sale of the shares set forth in the preceding table. We issued these shares in transactions negotiated directly with the purchasers. The sales did not involve a public offering. We did not utilize the services of a broker, or did we pay any commission or other compensation in connection with the sale.  We have relied on Section 4(2) of the Securities Act for an exemption from registration.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

We have not issued senior securities.

ITEM 4.  MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5.   OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

The following exhibits are attached to this report:

Exhibit Number	Description
31.1	Rule 15d-14 (a)  Certification by Principal Executive and Principal Operating Officer
31.2	Rule 15d-14 (a)  Certification by Principal Financial and Principal Accounting Officer
32	Section 1350 Certification of Principal Executive and Principal Operating Officer and Principal Financial Principal Accounting  Officer

26

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Big Three Restaurants, Inc.
Date:  May 25, 2012	By:	/s/ John V. Whitman, Jr.
		John V. Whitman, Jr., Chief Executive Officer
		(Principal Executive and Principal Operating Officer)
Date:  May 25, 2012	By:	/s/ William R. VanHook, Jr.
		William R. VanHook, Jr., Chief Financial Officer
		(Principal Financial and Accounting Operating Officer)

27

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John V. Whitman, Jr., certify that:

1.   I have reviewed this Form 10-Q/A of Big Three Restaurants, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date:  May 25, 2012

/s/ John V. Whitman, Jr.

John V. Whitman, Jr., Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, William R. VanHook, Jr., certify that:

1.   I have reviewed this Form 10-Q/A of Big Three Restaurants, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.   I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal year (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date:  May 25, 2012

/s/ William R. VanHook, Jr.

William R. VanHook, Jr., Chief Financial Officer

(Principal Financial Officer)

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Big Three Restaurants, Inc. (the "Company") on Form 10-Q/A for the period ended November 30, 2011, as filed with the Securities and Exchange Commission (the "Report"), the undersigned principal executive officer and the principal financial officer of the Company, hereby certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 25, 2012

/s/ John V. Whitman, Jr.

John V. Whitman, Jr., Chief Executive Officer

(Principal Executive and Principal Operating Officer)

/s/ William R. VanHook, Jr.

William R. VanHook, Jr., Chief Financial Officer

(Principal Financial and Principal Accounting Officer)

29