Premier Beverage Group Corp - FORM 10-Q

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EX-31 - DAM HOLDINGS 10Q, CERTIFICATION 302 - Premier Beverage Group Corp	damexh31.htm
EX-32 - DAM HOLDINGS 10Q, CERTIFICATION 906 - Premier Beverage Group Corp	damexh32.htm

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 March 31, 2010

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.)

52-66 Iowa Avenue, Paterson, NJ 07503
(Address of principal executive offices)

(973) 279-3261
(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:

1,293,939 shares outstanding as of May 21, 2010.

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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)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4T.	Controls and Procedures	15

PART II	OTHER INFORMATION	15
Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of matters to a Vote of Security Holders	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures	17

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PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

DAM HOLDINGS, INC.And Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31			December 31
	2010			2009
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	1,262		$	696
Accounts Receivable		-			-
Prepaid Expenses		3,295			6,295
Inventory (net of valuation reserve of $13,580 and $17,898 respectively)		92,633			92,738
Total Current Assets		97,190			99,729

Equipment		36,608			36,608
Less: Accumulated Depreciation		(23,432	)		(22,008	)
Total Equipment		13,176			14,600

Total Assets	$	110,366		$	114,329

LIABILITIES & STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts Payable	$	179,323		$	118,903
Accrued Payroll and Payroll Taxes Payable		58,615			56,550
Promissory Notes Payable Officers		65,891			61,979
Promissory Notes Payable		128,867			111,825
Current Portion of Long Term Notes Payable		60,404			87,052
Total Current Liabilities		493,100			436,309

Long Term Notes Payable		-			-

Total Liabilities		493,100			436,309

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		1,969,078			1,969,078
Accumulated Deficit		(2,667,006	)		(2,606,252	)
Total Stockholders' Deficit		(382,734	)		(321,980	)

Total Liabilities and Stockholders' Deficit	$	110,366		$	114,329

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 Months Ending
	March 31
	2010			2009
	(Unaudited)			(Unaudited)

Revenues	$	1,189		$	5,574
Cost of Goods Sold		1,202			2,526

Gross Profit		(13	)		3,048

Operating Expenses
General and Administrative		49,895			71,905
Depreciation and amortization		1,424			3,997

Total Operating Expenses		51,319			75,902

Other Expenses
Interest expense		9,422			4,716

Net (Loss)	$	(60,754	)	$	(77,570	)

Net (Loss) Per Common Share	$	(0.27	)	$	(1.37	)

Weighted average shares outstanding		227,516			56,628

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)

	Three Months Ended March 31,
	2010			2009
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities

Net (Loss)	$	(60,754	)	$	(77,570	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation & amortization		1,424			3,997
Officer compensation contributed to capital		-			50,882
Changes in assets and liabilities:
Accounts receivable		-			(263	)
Prepaid expenses		3,000			2,250
Inventory		105			(2,804	)
Accounts payable		60,420			(64,281	)
Accrued payroll and payroll taxes		2,065			40,725
Notes payable		(9,989	)

Net Cash Used in Operating Activities		(3,729	)		(47,064	)

Cash Flows Used in Investing Activities:
Capitalized costs		-			-
Cash Flows Used in Investing Activities		-			-

Cash Flows From Financing Activities:
Advances from officer		2,000			-
Increase in notes payable		2,295			-
Net Cash From Financing Activities		4,295			-

Net (Decrease) Increase in Cash	$	566		$	(47,064	)
Cash at Beginning of Period		696			65,954
Cash at End of Period	$	1,262		$	18,890

	Three Months Ended March 31,
	2010		2009
Cash paid for:
Interest	$	2,500	$	1,181
Taxes	$	-	$	-

Supplemental Schedule of Non-cash Investing and Financing Activities;

For the three months ended March 31, 2010

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

For the three months ended March 31, 2009

Officers compensation contributed to capital in the amount of $50,882.

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 Three Months Ended March 31, 2010

(Unaudited)

NOTE 1 – UNAUDITED FINANCIAL INFORMATION

The unaudited financial information included for the three-month interim periods ended March 31, 2010 and 2009 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 three-month period ended March 31, 2010 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2010.

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, 2009 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 $60,754 and $317,608 for the three months ended March 31, 2010 and the year ended December 31, 2009, respectively, and as of March 31, 2010 the Company has an accumulated deficit of $2,667,006 and a net working capital deficit of $395,910.

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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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 March 31, 2010 consists of the following:

	March 31,		December 31,
	2010		2009

Motorcycles and prototypes	$	83,246	$	83,246
Parts and supplies		22,967		23,072
Less valuation allowance		13,580		13,580
	$	92,633	$	92,738

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at March 31, 2010 consists of the following:

	March 31,			December 31,
	2010			2009

Machinery, plant and equipment	$	36,608		$	36,608
Accumulated depreciation		(23,432	)		(22,008	)
	$	13,176		$	13,176

Depreciation expense was $1,424 and $3,997 for the three months ended March 31, 2010 and 2009, respectively.

NOTE 6 – ABANDONMENT OF SUBSIDIARY

During the quarter 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 $ 179,323 and $118,903 as of March 31, 2010 and December 31, 2009, 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 17.99%.

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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 $29,925 of executive officer compensation expense for each of the three month periods ending March 31, 2010 and 2009 respectively.

The Company’s has accrued and unpaid wages and payroll taxes payable to its President and one other employee at March 31, 2010 of $58,615.

Notes Payable

At March 31, 2010 the Company has the following notes payable:

Demand promissory notes due officer with interest at 12% per annum	$	65,891
Demand promissory notes due vendors with interest at 12% per annum		128,867
Unsecured convertible promissory notes with interest at 6% per annum and convertible at the rate of $40.00 per share.		54,712
Secured convertible promissory note with interest at 10% per annum and convertible at the rate of $0.12 per share.		5,692
Total	$	255,162
Less current portion		(255,162	)
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

Facilities Lease

During the period the Company rented 8,300 sq. ft. of office, garage and storage space in a single facility located in Paterson, New Jersey. The building was sold and the Company opted to end its occupancy. The Company uses office and storage space provided by an officer on a month to month basis. The accompanying financial statements include rent expense of $7,500 for each of the three month periods ending March 31, 2010 and 2009 respectively.

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Contingencies

None.

NOTE 9 – CAPITAL STOCK

Preferred Stock

The Company has an aggregate total of 1,000,000 shares of Preferred 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 “Series A 8% Convertible Preferred Stock” authorized with 60,000 shares issued and outstanding as of the date of this report. 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 60,000 shares of outstanding Series A Preferred Stock may be converted into an aggregate of 13,300 shares of the Company’s common stock at an exercise conversion ratio of one (1) share of Series A Preferred Stock to twenty-two hundredths (0.22) of one share of Common Stock.

Series B 8% Convertible Preferred Stock

The Company has 2,000 shares of “Series B 8% Convertible Preferred Stock” authorized with 30 shares issued and outstanding as of the date of this report. Each share of Series A Preferred Stock (a) has a stated value of $500.00 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 at the election of the holder into shares of $0.00015 par value common stock a rate equal to 50% of the market price of the Company’s shares of common stock (but in no event in an amount less than $1.00 per share nor more than $5.00 per share), and has a (f) liquidation preference of $500.00 per share plus all accumulated and unpaid dividends.

The 30 shares of outstanding Series B Preferred Stock may be converted into an aggregate of fifteen thousand (15,000) shares of the Company’s common stock at an exercise conversion ratio of one (1) share of Common Stock to each one dollar of Series B Preferred Stock stated value.

Common Stock

The Company has authorized 99,000,000 shares of common stock $.00015 par value per share (the “Common Stock”). As of March 31, 2009, the Company has 11,325,647 shares of Common Stock issued and outstanding. The Company’s shares of Common Stock are traded on the Over the Counter Bulletin Board (“OTCBB”) electronic quotation system, the trading symbol is HBDY.

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Shares of Common Stock Reserved For Future Issuance

We have reserved 1,032,504 shares of common stock 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	$	5,567	$	0.12		46,392
Unsecured convertible promissory notes		53,961		40.00		1,349
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 issuance						740,000
Selling agent warrants				54.00		2,497
Shares of common stock available for future issuance						96,675,557

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.

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) cents per share at any time prior to the date of expiration of January 31, 2013.

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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 March 31, 2010 and December 31, 2009 and changes during the periods then ended is presented below:

	For the Three Months				For the Twelve Months
	Ended March 31, 2010				Ended December 31, 2009
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period		216,430	$	4.39		15,830	$	46.40
Granted		-		-		200,600		1.07
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 March 31, 2010 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	2.75	$	45.00	13,333	$	45.00
$	25.00	600	3.83	$	25.00	600	$	25.00
$	54.00	2,497	2.83	$	54.00	2,497	$	54.00
$	1.00	200,000	9.75	$	1.00	200,000	$	1.00

NOTE 10 – INCOME TAXES

The Company has available at March 31, 2010 an unused operating loss carryforward of approximately $2,509,309 which may be applied against future taxable income and which expires in the years 2026 and 2029. 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

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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.

NOTE 11 – MATERIAL SUBSEQUENT EVENTS AND CONTINGENCIES

The Company has evaluated subsequent events through the time May 21, 2010 which is the date of this report. No events have occurred subsequent to May 21, 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 $60,754 for the three months ended March 31, 2010 compared to a net loss of $77,570 for the same period in 2009. The 2010 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 March 31, 2010, we had $1,262 of cash on hand, $92,633 in inventory, and $493,100 in current liabilitie.

Net cash used by operating activities for the three months ended March 31, 2010 was $3,729 which was primarily the result of the net loss of $60,754, compared to net cash used by operating activities of $47,064 with a net loss of $77,570 for the three months ended March 31, 2009. We have met our operating expenses and current public reporting obligations principally from credit provided by our vendors. Further vendor credit may not be available to us in the future.

We will require additional cash resources of $600,000 to meet our operating needs for the next twelve months plus an additional $60,404 to pay our short term secured convertible promissory notes which are due in May and June (if not otherwise extended or converted to shares of common stock) and $179,323 to pay our current accounts payable.

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Plan of Operations

The current economic environment in the U.S. and abroad continues to deteriorate. The effect of this continuing deterioration on the Company is expected 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.

The price of our common stock has declined from $0.95 on May 13, 2008, the date we acquired DAM to $0.16 on March 31, 2010. 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 292,504 shares of our common stock at prices ranging from seven cents ($0.12) to twenty-seven cents ($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.

Table of Contents

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:	May 21, 2010	/s/ MARK S. KLEIN
		Mark S. Klein, President
		Principal Executive Officer and Principal Accounting Officer

Attached files

Premier Beverage Group Corp Reports

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