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EXCEL - IDEA: XBRL DOCUMENT - Premier Beverage Group CorpFinancial_Report.xls

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

_____________________________________________

 

Form 10-K/A

 

(Amendment No. 1)

 
   
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
 
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

_____________________________________________

 

PREMIER BEVERAGE GROUP CORP.

(Exact name of registrant as specified in its charter)

 

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

501 Madison Avenue, Suite 501

New York, NY 10022

 (Address of principal executive offices)

 

(646) 820-0630

(Registrant’s telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act

 

Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, no par value   None

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o      No  þ

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  o      No  þ

 

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

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 

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

(Do not check if a smaller reporting company)

 

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

 

As of March 31, 2013, the aggregate market value of such common stock held by non-affiliates was approximately $297,015 using the closing price on that day of $.01 per share.

 

As of March 31, 2013, there were 61,201,483 shares of the Company’s common stock issued and outstanding.

 

 

 
 

 


Explanatory Note

 

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Form 10-K”) of Premier Beverage Group Corp. for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on March 13, 2014 is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.

 

Item 15. Exhibits and Financial Statement Schedules.

 

3) Exhibits: The required exhibits are included at the end of this Report and are described in the exhibit index.

 

EXHIBIT INDEX

 

The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference. Where an exhibit is incorporated by reference, the document to which it is cross referenced is made.

 

Exhibit Number   Exhibit
     
3.1   Articles of Incorporation(1)
3.2   Amendments to Articles of Incorporation(1),(2),(4),(7)
3.3   Articles of Merger of Premier Beverage Group Corp. into DAM Holdings, Inc.(8)
3.4   By-Laws(1)
4.1   Description of Securities(1),(2),(3)
4.2   Certificate of Designation Series A Preferred Stock(4)
4.3   Certificate of Designation Series B Preferred Stock(6)
4.4   Class A Warrant Agreement(9)
4.5   Form of Class A Warrant Certificate(9)
4.6   Specimen Common Stock Certificate(2)
10.1   Form of 6% Convertible Promissory Notes(5)
10.2   Stock Purchase Agreement(10)
10.3   Assumption and Indemnification Agreement(10)
10.4   Form of Unsecured Promissory Note(10)
10.5   Form of Note Purchase Agreement(10)
10.6   Agreement and Plan of Merger of OSO USA LLC into OSO Beverages Corp.(11)
10.8   Indemnification Agreement(15)
10.9   Form of Senior Secured Promissory Note(12)

 

 
 

 

 

10.10   Form of Security Agreement(12)
10.11   Consulting Agreement with Fouad Kallamni(15)
10.12   Consulting Agreement with Core Equity Group LLC(15)
10.13   Consulting Agreement with Richard Fisher(15)
10.14   Form of unsecured Convertible Promissory Note issued in aggregate principal amount of $70,000(16)
14.1   Code of Ethics(14)
16.1   Letter from Former Auditor(13)
21.1   Subsidiaries of Registrant(15)
31.1  

Certification by Fouad Kallamni, Principal Executive and Financial Officer, pursuant to Rule 13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1  

Certification by Fouad Kallamni, Principal Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101  

The following audited financial statements from the Annual Report on Form 10-K for the annual period ended

December 31, 2012 formatted in XBRL (eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets; (ii) the Consolidated Statement of Operations; (iii) Consolidated

Statements of Stockholders’ Deficit; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to

Consolidated Financial Statements, tagged as blocks of text. (a)

     
    *Filed as an exhibit to the original Form 10-K for the annual period ended December 31, 2012.
(a)Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
(1) Incorporated by reference from the Registration Statement on Form 10-SB on August 19, 2003
(2) Incorporated by reference from the Registration Statement on Form 10-SB Amendment No. 1 filed on June 4, 2004
(3) Incorporated by reference from the Registration Statement on Form 10-SB Amendment No. 5 filed on July 20, 2005
(4) Incorporated by reference from the Quarterly Report on Form 10-QSB filed on November 15, 2007
(5) Incorporated by reference from the Quarterly Report on Form 10-QSB filed on November 14, 2008
(6) Incorporated by reference from the Quarterly Report on Form 10-QSB filed on August 13, 2009
(7) Incorporated by reference from the Quarterly Report on Form 10-QSB filed on November 18, 2009
(8) Incorporated by reference from the Current Report on Form 8-K filed on December 1, 2011
(9) Incorporated by reference from the Annual Report on Form 10-KSB for the year ending December 31, 2007
(10) Incorporated by reference from the Current Report on Form 8-K filed on October 27, 2011
(11) Incorporated by reference from the Current Report on Form 8-K filed on October 24, 2011
(12) Incorporated by reference from the Current Report on Form 8-K filed on December 15, 2011
(13) Incorporated by reference from the Current Report on Form 8-K/A filed on December 23, 2011
(14) Incorporated by reference from the Annual Report on Form 10-KSB for the year ending December 31, 2005
(15) Incorporated by reference from the Annual Report on Form 10-K for the year ending December 31, 2011
(16) Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ending March 31, 2012

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 
     
  PREMIER BEVERAGE GROUP CORP.
   
  By:  /s/  Fouad Kallamni
    Fouad Kallamni
    President and Sole Director
    March 18, 2014