Premier Beverage Group Corp - FORM 10-Q

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EX-31 - DAM HOLDINGS 10Q, CERTIFICATION 302 - Premier Beverage Group Corp	damhexh31.htm
EX-32 - DAM HOLDINGS 10Q, CERTIFICATION 906 - Premier Beverage Group Corp	damhexh32.htm
EXCEL - IDEA: XBRL DOCUMENT - Premier Beverage Group Corp	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2011

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 number: 000-50370

DAM HOLDINGS, INC.
(Exact name of small business issuer in its charter)

Nevada		33-1041835
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 503, Totowa, NJ 07511
(Address of principal executive offices)

(973) 981-8626
(Issuer's telephone number)


(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 Exchange Act 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 x No o

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 1,291,939 shares outstanding as of June 30, 2011.

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DAM HOLDINGS, INC.

INDEX

		Page
PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T.	Controls and Procedures	16

PART II	OTHER INFORMATION	16
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	Signatures	18

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PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

DAM HOLDINGS, INC.And Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30			December 31
	2011			2010
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	124		$	124
Accounts Receivable		-			-
Prepaid Expenses		295			295
Inventory (net of valuation reserve of $13,580)		94,552			94,552
Total Current Assets		94,971			94,971

Equipment		8,339			8,339
Less: Accumulated Depreciation		(8,339	)		(7,853	)
Total Equipment		-			486

Total Assets	$	94,971		$	95,457

LIABILITIES & STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts Payable	$	216,348		$	198,218
Accrued Payroll Taxes Payable		29,980			29,980
Promissory Notes Payable Officers		197,418			186,083
Promissory Notes Payable		213,274			200,677
Current Portion of Long Term Notes Payable		64,765			63,014
Total Current Liabilities		721,785			677,972

Long Term Notes Payable		-			-

Total Liabilities		721,785			677,972

Stockholders' Deficit
Preferred Stock - $0.0001 par value, 338,000 shares
authorized no shares issued and outstanding		-			-
Series A Preferred Stock - $5 stated value, 660,000 shares
authorized 60,000 shares issued and outstanding		300,000			300,000
Series B Preferred Stock - $500 stated value, 2,000 shares
authorized 30 shares issued and outstanding		15,000			15,000
Common Stock - $.00015 par value, 99,000,000 shares
authorized, 1,291,939 shares issued and outstanding		194			194
Additional Paid-In Capital		2,049,385			1,969,078
Accumulated Deficit		(2,991,393	)		(2,866,787	)
Total Stockholders' Deficit		(626,814	)		(582,515	)

Total Liabilities and Stockholders' Deficit	$	94,971		$	95,457

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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DAM HOLDINGS, INC.

And Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Month Period						For the Six Month Period
	Ending June 30						Ending June 30
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	-		$	2,697		$	-		$	3,886
Cost of Goods Sold		-			600			-			1,802

Gross Profit		-			2,097			-			2,084

Operating Expenses
General and Administrative		41,654			79,662			90,908			129,557
Depreciation and amortization		-			1,424			486			2,848

Total Operating Expenses		41,654			81,086			91,394			132,405

Other Expenses
Loss on sale of equipment		-			(3,722	)		-			(3,722	)
Interest expense		(16,297	)		(11,067	)		(33,212	)		(20,489	)

Net (Loss)	$	(57,951	)	$	(93,778	)	$	(124,606	)	$	(154,532	)

Net (Loss) Per Common Share	$	(0.04	)	$	(0.32	)	$	(0.10	)	$	(0.53	)

Weighted average shares outstanding		1,291,939			292,233			1,291,939			292,233

The accompanying notes are an integral part of these unaudited consolidated financial statements

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DAM HOLDINGS, INC.

And Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Month Period
	Ending June 30,
	2011			2010
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities

Net (Loss)	$	(124,606	)	$	(154,532	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation & amortization		486			2,848
Services contributed to capital		80,306			-
Loss on sale of assets		-			3,722
Changes in assets and liabilities:
Accounts receivable		-			-
Prepaid expenses		-			6,000
Inventory		-			(1,814	)
Accounts payable		18,130			68,614
Accrued payroll and payroll taxes		-			56,883
Notes payable		25,684			13,076

Net Cash Used in Operating Activities		-			(5,203	)

Cash Flows Used in Investing Activities:
Proceeds from sale of assets		-			5,060
Cash Flows Used in Investing Activities		-			5,060

Cash Flows From Financing Activities:
Advances from officer		-			-
Increase in notes payable		-			-
Net Cash From Financing Activities		-			-

Net (Decrease) Increase in Cash	$	-		$	(143	)
Cash at Beginning of Period		124			696
Cash at End of Period	$	124		$	553


	Six Months Ended June 30,
		2011			2010
Cash paid for:
Interest	$	-		$	2,500
Taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements

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Supplemental Schedule of Non-cash Investing and Financing Activities:

For the six months ended June 30, 2011

Wages and services contributed to paid in capital by shareholders $80,306.

For the six months ended June 30, 2010

Increase in vendor notes payable in the amount of $18,000 for legal and accounting fees.

The accompanying notes are an integral part of these unaudited consolidated financial statements

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Notes to the Condensed Consolidated Financial Statements

For the Six Months Ended June 30, 2011

(Unaudited)

NOTE 1 – UNAUDITED FINANCIAL INFORMATION

The unaudited financial information included for the six-month interim periods ended June 30, 2011 and 2010 were taken from the books and records without audit. However, such information reflects all adjustments (consisting only of normal recurring adjustments), which are of the opinion of management, necessary to reflect properly the results of operations for the interim period presented. The results of operations for the six-month period ended June 30, 2011 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2011.

NOTE 2 – FINANCIAL STATEMENTS AND BASIS OF PRESENTATION

Management has elected to omit substantially all footnotes relating to the condensed consolidated financial statements of the Company included in this report. For a complete set of footnotes, reference is made to the Company's Current Report on Form 10-K for the year ending December 31, 2010 as filed with the Securities and Exchange Commission and the audited financial statements included therein.

The accompanying unaudited financial statements include the accounts of the Company, the accounts of its wholly owned subsidiary Delaware American Motors, Inc. (“DAM”) and its wholly owned subsidiary Delaware American Motors LLC (“DAMLLC”) for all periods presented.

NOTE 3 – GOING CONCERN

The accompanying financial statements contemplate continuation of the Company as a going concern. The Company incurred a net loss of $124,606 and $260,535 for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, and as of June 30, 2010 the Company has an accumulated deficit of approximately $2,991,000 and a net working capital deficit of $626,814.

Further losses are anticipated in the development of the Company’s business and there can be no assurance that the Company will be able to achieve or maintain profitability. The continuing operations of the Company and the recoverability of the carrying value of the assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

We do not currently have any commitments for financing. Our present operations depend upon the continued support of our shareholders and executive officers, and our continuation as a going concern is dependent upon continued financial support from these parties.

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we are unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected. Management intends to finance operating costs over the next twelve months with loans from related parties, commercial loans and/or private placement of capital stock.

NOTE 4 – INVENTORY

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method (“FIFO”). Inventory is stated at cost and reserves are recorded to state the inventory at net realizable value. Inventory at June 30, 2011 consists of the following:

	June 30,		December 31,
	2011		2010

Motorcycles	$	83,246	$	83,246
Parts and supplies		22,928		22,928
Less valuation allowance		11,622		11,622
	$	94,552	$	94,552

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 2011 consists of the following:

	June 30,			December 31,
	2011			2010

Machinery, plant and equipment	$	8,339		$	8,339
Accumulated depreciation		(8,339	)		(7,853	)
	$	-		$	486

Depreciation expense was $486 and $2,848 for the six months ended June 30, 2011 and 2010, respectively.

NOTE 6 – ABANDONMENT OF SUBSIDIARY

During the first quarter of 2010 the Company ceased support for and abandoned Pukka USA, Inc. and its subsidiary companies (the Pukka Group). The Pukka Group has been inactive since 2008. The abandonment and other adjustments resulted in no net gain or loss.

NOTE 7 – ACCOUNTS AND NOTES PAYABLE

Accounts Payable

The Company had outstanding accounts payable of $216,348 and $198,218 as of June 30, 2011 and December 31, 2010, respectively. Accounts payable also include amounts owed on credit cards used for the payment of goods and services with annual interest rates from 7.99% to 24.00%.

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Accrued Wages and Payroll Taxes

The Company has a Key Employee Agreement with its President. The terms of the agreement provides that the executive is employed on an “at will” basis at an annual rate of compensation of $96,000, having an initial term of two years and month to month thereafter. The agreement also provides that any intellectual property originated by the executive during his term of the agreement shall be the property of the Company. The accompanying financial statements include an aggregate of $44,306 and $59,850 of executive officer compensation expense for the six month periods ending June 30, 2011 and 2010 respectively.

The Company’s has a promissory note payable to its President for accrued and unpaid wages and advances bearing interest at the rate of 12% per annum and a balance payable at June 30, 2011 of $197,418.

Notes Payable

At June 30, 2010 the Company has the following notes payable:

Demand promissory notes due officer with interest at 12% per annum	$	197,418

Demand promissory notes due vendors with interest at 12% per annum		214,993

Unsecured convertible promissory notes with interest at 6% per annum and convertible at the rate of $40.00 per share. These notes are past due and are in default.		58,455

Secured convertible promissory note with interest at 10% per annum and convertible at the rate of $0.12 per share. This note is past due and is in default.		6,317
Total	$	475,457
Less current portion		(475,457	)
Long-term debt	$	-

In accordance with Emerging Issues Task Force (“EITF”) No.00-27, “Application of EITF Issue No. 98-5, ‘Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Rates’, to Certain Convertible Instruments.” We determined there to be no value attributable to the beneficial conversion feature of the Convertible Notes in that the effective conversion price of those shares was greater than the FMV price of our common stock.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

None.

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NOTE 9 – CAPITAL STOCK

Preferred Stock

The Company has an aggregate total of 1,000,000 shares of authorized preferred stock with 338,000 shares of $.0001 par value undesignated preferred stock, 660,000 shares designated as Series A Preferred Stock and 2,000 shares designated as Series B Preferred Stock. The 338,000 shares of undesignated preferred stock, if issued, will carry liquidation preferences and other rights, as determined by the Board of Directors.

Series A 8% Convertible Preferred Stock

The Company has 660,000 shares of preferred stock designated as “Series A 8% Convertible Preferred Stock” authorized with 60,000 shares issued and outstanding as of the date of this report having an aggregate stated value of $300,000. Each share of Series A Preferred Stock (a) has a stated value of $5.00 per share (“Stated Value”), (b) is non-voting, (c) includes a dividend of 8% per annum paid annually, (d) may be redeemed at any time for an amount equal to the Stated Value plus all accumulated and unpaid dividends, (e) may be converted into 10 shares of $0.00015 par value common stock, and has a (f) liquidation preference of $5.00 per share plus all accumulated and unpaid dividends.

The terms of these shares have been adjusted pursuant to an Anti-Dilution Agreement with the purchasers such that the purchasers may now convert their shares of Series A Preferred Stock into 13,300 shares of the Company’s common stock at an exercise conversion ratio of one (1) share of Preferred Stock to 0.22 shares of Common Stock. This adjustment does not affect the terms of the remaining authorized but un-issued shares of Series A Preferred Stock.

Series B 8% Convertible Preferred Stock

The Company has 2,000 shares of preferred stock designated as “Series B 8% Convertible Preferred Stock” (the “Series B Preferred Stock”) authorized with 30 shares issued and outstanding as of the date of this report having an aggregate stated value of $15,000. Each share of Series B Preferred Stock has an initial issue price or face value of $500.00 (the “Original Issue Price”) and may be converted into shares of the Company’s $0.00015 par value common stock (the “Common Stock”) at any time at the election of the holder. The Series B Preferred Stock may also be redeemed by the Company upon the cash payment per share of $500.00 plus any unpaid dividends thereon. The Series B Preferred Stock is non-voting.

Shares of Series B Convertible Preferred Stock may be converted into fully paid and nonassessable shares of Common Stock of the Company at a price (the "Conversion Price") equal to 50% of the Market Price per share of Common Stock on the date of conversion (but the Conversion Price shall not be less than $5.00 per share (the "Minimum Price") or greater than $25.00 per share (the "Maximum Price") with respect to the Stated Value of each share of Series B Convertible Preferred Stock and on the basis of the post-reverse split shares of Common Stock. Such option may be exercised by any holder on an all or none basis on or after July 1, 2010. The Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the 10 consecutive trading days commencing 12 trading days before the day in question.

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Common Stock

The Company has authorized 99,000,000 shares of common stock $.00015 par value per share (the “Common Stock”). As of June 30, 2011, the Company had 1,291,939 shares of Common Stock issued and outstanding. The Company’s shares of Common Stock are traded on the Over the Counter Pink Sheets (“PK”) electronic quotation system, the trading symbol is DAMH.

Shares of Common Stock Reserved For Future Issuance

We have 298,865 shares of common stock reserved for future issuance pursuant to the terms of our outstanding convertible promissory notes, shares of Series A Convertible Preferred Stock, Class A Warrants and selling agent warrants and stock option plans as of the date of this report as follows:

			Conversion			Number of
	Amount		Rate			Shares
Shares of common stock authorized							99,000,000
Shares of common stock outstanding							1,291,939
Shares of common stock reserved for issuance upon exercise of conversion of:
Secured convertible promissory note	$	6,317	$	.12	(a)		52,641
Unsecured convertible promissory notes		58,455		40.00			1461
Series A convertible preferred stock		300,000		22.50			13,333
Series B convertible preferred stock		15,000		1.00			15,000
Class A warrants				45.00			13,333
Class B warrants				25.00			600
2009 Consultants Stock Compensation Plan
Vested options outstanding				1.00			200,000
Reserved for future grant							740,000
Selling agent warrants				54.00			2,497
Shares of common stock available for future issuance							96,669,196

______________
(a)	Conversion is limited to no more than 300,000 shares of common stock.

Class A Warrants

The Company has Class A Warrants issued pursuant to its Series A Preferred Stock Private Placement Unit Offering. The terms of these Class A Warrants have been adjusted pursuant to the Anti-Dilution Agreement with the Unit purchasers such that the purchasers may purchase 13,333 shares of the Company’s common stock at an exercise price of $45.00 per share at any time prior to December 31, 2012 the date of expiration of the Class A Warrants and may be called for redemption at a redemption price of $2.00 per warrant at any time after the Company’s shares of common stock have traded above $1.50 for 10 consecutive trading days.

Class B Warrants

The Company has outstanding Class B Warrants for the purchase of 600 shares of common stock at an exercise price of $25.00 per share. The Class B Warrants (a) may be exercised at any time before expiration or redemption, (b) may be called for redemption for a redemption price of $0.01 per warrant and (c) expire on June 30, 2014. The Company may call the Warrants at any time.

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Selling Agent Warrants

The Company granted a selling agent rights to purchase 2,497 shares of the Company’s common stock at an exercise price of fifty-four dollars ($54.00) per share at any time prior to the date of expiration of January 31, 2013.

2009 Consultant Stock Compensation Plan

The 2009 Consultant Stock Compensation Plan provides for the issuance of up to 1,000,000 shares of Company’s $0.00015 shares of Common Stock at a price to be no less than the fair value of the Company’s shares of common stock on the date of grant. On December 22, 2009 the Company filed SEC Form S-8 in registration of shares to be issued pursuant to this plan. As of the date of this report the Company has reserved 740,000 shares of common stock reserved for future issuance pursuant to the Plan.

Summary of Warrants and Options Outstanding

A summary of the status of warrants and options granted at June 30, 2011 and December 31, 2010 and changes during the periods then ended is presented below:

	For the Six Months				For the Twelve Months
	Ended June 30, 2011				Ended December 31, 2010
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period		216,430	$	4.39		216,430	$	4.39
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at end of period		216,430	$	4.39		216,430	$	4.39

Weighted average fair value of warrants granted during the period		216,430	$	4.39		216,430	$	4.39

A summary of the status of the warrants outstanding at June 30, 2011 is presented below:

	Warrants Outstanding									Warrants Exercisable
					Weighted
					Average		Weighted					Weighted
					Remaining		Average					Average
Exercise			Number		Contractual		Exercise			Number		Exercise
Prices			Outstanding		Life		Price			Exercisable		Price
	$	45.00		13,333		1.67		$	45.00		13,333		$	45.00
	$	25.00		600		2.75		$	25.00		600		$	25.00
	$	54.00		2,497		1.75		$	54.00		2,497		$	54.00
	$	1.00		200,000		8.67		$	1.00		200,000		$	1.00

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NOTE 10 – INCOME TAXES

The Company has available at June 30, 2011 an unused operating loss carryforward of approximately $2,990,000 which may be applied against future taxable income and which expires in the years 2028 through 2031. The amount of and ultimate realization of the benefits from the operating loss carryforward for income tax purposes is dependent, in part, upon the tax laws then in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the net deferred tax asset associated with the Company’s net operating loss carryforward, the Company has established a valuation allowance equal to the total tax effect of the net operating loss and, therefore, no deferred tax asset has been recognized.

	June 30,		December 31,
	2011		2010
Deferred tax assets:
Net operating loss and credit carryforwards	$	1,136,200	$	1,089,080
Less valuation allowance		1,136,200		1,089,080
Total deferred tax assets	$	-	$	-

NOTE 11 – MATERIAL SUBSEQUENT EVENTS AND CONTINGENCIES

The Company has evaluated subsequent events occurring since September 20, 2011 which is the date of the balance sheet included herein. No events have occurred subsequent to June 30, 2010, that requires disclosure or recognition in these financial statements.

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Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion of our plan of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report.

Forward Looking Statements

Because the Company intends to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding forward looking statements found in the following discussion and elsewhere in this report and in any other statement made by, or on the behalf of the Company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. The Company disclaims any obligation to update forward-looking statements.

Overview, Plan of Operations and Outlook

Overview

Net Loss

The company had a net loss of $124,606 for the six months ended June 30, 2011 compared to a net loss of $154,532 for the same period in 2010. The 2011 loss was due primarily to expenses for salaries, consulting and professional fees associated with the Company’s high performance motorcycle manufacturing subsidiary Delaware American Motors LLC.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through private sales of equity securities, the use of short and long-term debt and credit from our vendors, shareholders and executive officers. As of June 30, 2011, we had $124 of cash on hand, $94,552 in inventory, and $721,785 in current liabilities.

Net cash used by operating activities for the six months ended June 30, 2011 was $-0- which was primarily the result of the net loss of $124,606, compared to net cash used by operating activities of $5,203 with a net loss of $154,532 for the six months ended June 30, 2010. We have not been able to meet our operating expenses and current public reporting obligations in a timely manner and our operations have been funded principally from credit provided by our vendors and from short term cash advances. Further vendor credit and cash advances may not be available to us in the future.

We will require additional cash resources of $200,000 to meet our operating needs for the next twelve months plus an additional $64,765, to pay our short term secured convertible promissory notes which are past due and in default and $216,348 to pay our current accounts payable.

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Plan of Operations

The current economic environment in the U.S. and abroad appears to have stabilized but has not yet begun to appreciably improve. The effect of this on the Company has been and is expected to continue to be significant. The Company is a young company with a new brand and a high dollar value luxury product. Over the next twelve months we intend to build our brand name “Delaware American Motors” based upon the introduction of the Tech Twin American 13C Series and Tech Twin American Signature Series of high-performance heavy weight motorcycles. Competition in the heavyweight motorcycle market is based upon a number of factors, including price, quality, reliability, styling, product features, customer preference and warranties. In the U.S., suggested retail prices for the Company’s motorcycles range from being comparable to higher than suggested retail prices for comparable motorcycles available in the market.

We believe the Tech Twin engine and our design and styling are significant brand advantages which distinguishes our motorcycles from those of other manufacturers. Our Tech Twin American 13C model titled the Pennsylvania won the 2008 Sturgis AMD World Championship competition’s first place award in the Production Manufacture class. In addition we are limiting the number of bikes in the American 13C and American Signature model to 13 (one each for the original 13 colonies) and 56 (one each for the signers of the Declaration of Independence) respectively and serializing each model with an individual name and number.

The Company believes that its larger-displacement products can command a premium price. The Company will be emphasizing quality, reliability and styling with a limited warranty generally consistent with industry wide standards for similar motorcycles. The Company’s products are new to the market and will have no established resale values we may reduce the opportunity for customers to obtain suitable financing to purchase our bikes which may reduce the number of available customers. We anticipate that our selling efforts will initially be carried out by the Company in intensive one-on-one selling directly to the buyer of our motorcycles.

In the U.S., the Company expects that its products will compete in the custom segment of the heavyweight motorcycle market. The larger-displacement custom and touring motorcycle segments are dominated by large well capitalized companies such as Harley-Davidson and BMW. In addition, there are many smaller U.S. custom builders who are better known with large volumes of used bikes in circulation.

Establishing our brand name, we believe, will require us to invest in media and event attendance centered on upscale high income motorcycle enthusiasts. The market for this buyer is intensely competitive and marketing to this demographic is obtained through the use of product and advertising placements in high end publications and media events. We presently do not have the resources to undertake selling efforts at this level and will require substantial additional capital in order to carry out our brand introduction and product marketing plans.

Our plan of operation for the coming quarter is to focus on obtaining the financing necessary to undertake our goals of: (i) the development of our Tech Twin American 13C Series and Tech Twin American Signatures Series of motorcycles, (ii) undertake selling efforts of these products and (iii) undertake the introduction of our brand. We anticipate the total aggregate capital needed to carry out our long-term goals to be approximately $2,600,000.

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Outlook

We have no commitments for financing and we do not have sufficient funds to continue to operate at current levels. To continue operations for the next twelve months and remain current in our public reporting obligations we require additional financing in the amount of $600,000. To carry out our product and brand goals we require additional financing in the amount of $2,000,000. We are exploring various methods for obtaining additional capital including short-term borrowing and the issuance of our equity or debt securities.

Our common stock may be traded on the OTCBB under the trading symbol DAMH but our shares are not actively traded. The price has declined from $0.95 on May 13, 2008, the date we acquired DAM to $0.01 on June 30, 2010 and has not been actively traded in the past year. This decline has had an adverse impact on our ability to raise additional cash from the sale of our equity securities. In addition, the holders of our derivative securities have the right to convert or purchase up to 298,865 shares of our common stock at prices ranging from twenty-five hundredths of one cent ($0.0025) to fifty-four dollars ($54.00). These rights may have the effect of further depressing the price of our equity securities and restricting our ability to raise additional financing.

There can be no assurance that capital will be available as necessary to meet our working capital requirements or, if the capital is available, that it will be on reasonable terms acceptable us. The issuances of additional equity securities by the Company may result in dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable, the business and our future success may be adversely affected. Management intends to finance operating costs over the next twelve months with loans from related parties, commercial loans, or through private placements of capital stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has no market risk sensitive instruments.

Item 4T. Controls and Procedures

The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is accumulated and communicated to management in a timely manner. The Company's principal executive officer and principal financial officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this quarterly report, and believe that the system is operating effectively to ensure appropriate disclosure.

Other than as described hereinabove, there has been no change in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Limitations on the Payments of Dividends

The holders of Series A Preferred Stock shall be entitled to receive dividends at a rate of eight percent (8%) per annum of the Original Issue Price which shall be prior and in preference to any declaration or payment of any dividend (payable other than in shares of Common Stock) or other distribution on the Common Stock of the Corporation. The dividends on the Series A Preferred Stock shall accrue from the date of issuance of each share and shall be payable annually on December 31 of each year (each a "Dividend Date") commencing on December 31, 2008, except that if any such date is a Saturday, Sunday or legal holiday (a "Non-Business Day") then such dividend shall be payable on the next day that is not a Non-Business Day on which banks in the State of Nevada are permitted to be closed (a "Business Day") to holders of record as they appear on the stock books of the Corporation on the applicable record date, which shall be not more than 60 nor less than 10 days preceding the payment date for such dividends, as fixed by the Board of Directors (the "Record Date"). The dividends on the Series A Preferred Stock shall be payable only when, as and if declared by the Board of Directors out of funds legally available therefore, or in shares of the Company’s Common Stock at a value equal to the greater of (i) the average closing bid price for the 20 trading days immediately preceding the date the dividend is declared or (ii) twenty-five cents ($0.25). Any dividends on the Series A Preferred Stock which have accrued but have not been paid, shall be accumulated and shall be payable only when, as and if declared by the Board of Directors as provided in the preceding sentence.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Exhibit
31*		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial & Accounting Officer

32*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer and Principal Accounting Officer


	* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		DAM Holdings, Inc.


Date:	September 20, 2011	/s/ MARK S. KLEIN
		Mark S. Klein, President
		Principal Executive Officer and Principal Accounting Officer

Premier Beverage Group Corp - FORM 10-Q - September 23, 2011

Attached files

Premier Beverage Group Corp Reports