UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
(Check One):    □ Form 10-K  □ Form 20-F   □ Form 11-K   þ Form 10-Q   □ Form 10-D  □ Form N-SAR  □        Form N-CSR
For Period Ended:   March 27, 2011
□        Transition Report on Form 10-K
□        Transition Report on Form 20-F
□        Transition Report on Form 11-K
□        Transition Report on Form 10-Q
□        Transition Report on Form N-SAR
For the Transition Period Ended:                                                                   

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.	
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 
PART I--REGISTRANT INFORMATION
 
Diversified Restaurant Holdings, Inc.

Full Name of Registrant

Former Name if Applicable
 
27680 Franklin Road

Address of Principal Executive Office (Street and Number)
 
Southfield, Michigan  48034

City, State and Zip Code
 
PART II-RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;	
þ	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and	
 	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.	

 

 
PART III--NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The registrant was unable, without unreasonable effort or expense, to complete the financial statements and related disclosures to be included in the Form 10-Q on or before 5:30pm on May 11, 2011, due to unanticipated delays experienced in the preparation of the Form 10-Q.  These delays were primarily a result of additional efforts required to prepare technical analysis and supporting documentation related to the accounting for certain transactions.  The registrant represents that the Form 10-Q will be filed within the period described under Rule 12b-25(b)(2)(ii).

PART IV--OTHER INFORMATION
 
(1)	Name and telephone number of person to contact in regard to this notification	
 
David G. Burke	 	  248	 	223-9160	
(Name)	 	(Area Code)	 	(Telephone Number)	

 
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).   Yes   þ No	

 
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	
 	    Yes        No    þ	
 
 	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.	

 
 
Diversified Restaurant Holdings, Inc.	
(Name of Registrant as Specified in Charter)	
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 12, 2011	By:	/s/  David G. Burke	 	
 	 	David G. Burke,
Principal Financial Officer