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 September 30, 2013



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 small business issuer in its charter)



|Nevada                                                        |  | 33-1041835                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employer IdentificationNo.)



|501 Madison Avenue, Suite 501, New York, NY 10022
|-------------------------------------------------
|(Address of principal executive offices)         



|646-820-0630               
|---------------------------
|(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: 64,587,409 shares outstanding as of September 30, 2013.











PREMIER BEVERAGE GROUP CORP.



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 | 12  
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk                            | 16  
|Item 4T. | Controls and Procedures                                                               | 16  
|         |                                                                                       |     
|PART II  | OTHER INFORMATION                                                                     | 18  
|Item 1.  | Legal Proceedings                                                                     | 18  
|Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                           | 18  
|Item 3.  | Defaults Upon Senior Securities                                                       | 18  
|Item 4.  | Submission of matters to a Vote of Security Holders                                   | 18  
|Item 5.  | Other Information                                                                     | 18  
|Item 6.  | Exhibits                                                                              | 19  
|         | Signatures                                                                            | 20  



2







PART I – FINANCIAL INFORMATION



Item 1. Consolidated Financial Statements



PREMIER BEVERAGE GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2013 AND DECEMBER 31, 2012



|                                                                                                                                                                                                     |  | September 30, 2013 |            |   |                   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | -
|                                                                                                                                                                                                     |  | (Unaudited)        |            |   | December 31, 2012 |  
|ASSETS                                                                                                                                                                                               |  |                    |            |   |                   |  
|Current assets:                                                                                                                                                                                      |  |                    |            |   |                   |  
|Cash                                                                                                                                                                                                 |  | $                  | 34,432     |   |                   | $
|Accounts receivable, net                                                                                                                                                                             |  |                    | 5,693      |   |                   |  
|Inventory                                                                                                                                                                                            |  |                    | 15,840     |   |                   |  
|Prepaid expenses                                                                                                                                                                                     |  |                    | 53,116     |   |                   |  
|Deferred financing costs                                                                                                                                                                             |  |                    | 26,807     |   |                   |  
|Total current assets                                                                                                                                                                                 |  |                    | 135,888    |   |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Property and equipment, net                                                                                                                                                                          |  |                    | 629        |   |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Total assets                                                                                                                                                                                         |  | $                  | 136,517    |   |                   | $
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                                |  |                    |            |   |                   |  
|Current liabilities:                                                                                                                                                                                 |  |                    |            |   |                   |  
|Accounts payable and accrued expenses                                                                                                                                                                |  | $                  | 412,630    |   |                   | $
|Notes payable - current portion                                                                                                                                                                      |  |                    | 297,582    |   |                   |  
|Total current liabilities                                                                                                                                                                            |  |                    | 710,212    |   |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Long term liabilities:                                                                                                                                                                               |  |                    |            |   |                   |  
|Notes payable - long term, net                                                                                                                                                                       |  |                    | 270,389    |   |                   |  
|Derivative liability                                                                                                                                                                                 |  |                    | 448,467    |   |                   |  
|Total long term liabilities                                                                                                                                                                          |  |                    | 718,856    |   |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Total liabilities                                                                                                                                                                                    |  |                    | 1,429,068  |   |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Commitments and contingencies                                                                                                                                                                        |  |                    |            |   |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Stockholders' deficit:                                                                                                                                                                               |  |                    |            |   |                   |  
|Preferred stock-$0.0001 par value, 1,000,000 shares authorized and designated as follows:                                                                                                            |  |                    | -          |   |                   |  
|Series A Preferred stock-$5 stated value, 660,000 shares authorized, 60,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012                                             |  |                    | 300,000    |   |                   |  
|Series B Preferred stock-$500 stated value, 2,000 shares authorized, 30 shares issued and outstanding as of September 30, 2013 and December 31, 2012                                                 |  |                    | 15,000     |   |                   |  
|Common stock-0.00015 par value, 99,000,000 shares authorized, 64,587,409 shares issued and outstanding as of September 30, 2013 and 61,201,483 shares issued and outstanding as of December 31, 2012 |  |                    | 9,688      |   |                   |  
|Additional paid in capital                                                                                                                                                                           |  |                    | 295,879    |   |                   |  
|Accumulated deficit                                                                                                                                                                                  |  |                    | (1,913,118 | ) |                   |  
|Total stockholders' deficit                                                                                                                                                                          |  |                    | (1,292,551 | ) |                   |  
|                                                                                                                                                                                                     |  |                    |            |   |                   |  
|Total liabilities and stockholders' deficit                                                                                                                                                          |  | $                  | 136,517    |   |                   | $



See notes to consolidated financial statements



3







PREMIER BEVERAGE GROUP CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS



|                                                  |  | Three Months Ended September 30, |            |   | Nine Months Ended September 30, |  
|------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | -
|                                                  |  | 2013                             |            |   | 2012                            |  
|Revenue:                                          |  |                                  |            |   |                                 |  
|Sales, net                                        |  | $                                | 6,560      |   |                                 | $
|Cost of goods sold                                |  |                                  | 1,683      |   |                                 |  
|Gross profit                                      |  |                                  | 4,877      |   |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Operating expenses:                               |  |                                  |            |   |                                 |  
|Selling, general and administrative               |  |                                  | 84,747     |   |                                 |  
|Depreciation                                      |  |                                  | 145        |   |                                 |  
|Total operating expenses                          |  |                                  | 84,892     |   |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Net (loss) from operations                        |  |                                  | (80,015    | ) |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Other (expenses)                                  |  |                                  |            |   |                                 |  
|Interest, net                                     |  |                                  | (56,396    | ) |                                 |  
|Loss on fair value of derivative liability        |  |                                  | (20,430    | ) |                                 |  
|Total other (expenses)                            |  |                                  | (76,826    | ) |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Net (loss) before provision for income taxes      |  |                                  | (156,841   | ) |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Provision for income taxes (benefit)              |  |                                  | -          |   |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Net (loss)                                        |  | $                                | (156,841   | ) |                                 | $
|                                                  |  |                                  |            |   |                                 |  
|Net (loss) per common share, basic                |  | $                                | (0.00      | ) |                                 | $
|                                                  |  |                                  |            |   |                                 |  
|Weighted average number of common shares, basic   |  |                                  | 62,167,593 |   |                                 |  
|                                                  |  |                                  |            |   |                                 |  
|Weighted average number of common shares, diluted |  |                                  | 62,167,593 |   |                                 |  



See notes to consolidated financial statements



4







|                                                                                |  | Nine Months Ended September 30, |         
|------------------------------------------------------------------------------- |  | ------------------------------- | --------
|                                                                                |  | 2013                            |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                           |  |                                 |         
|Net (loss)                                                                      |  | $                               | (594,275
|Adjustments to net loss to net cash provided by (used in) operating activities: |  |                                 |         
|Depreciation expense                                                            |  |                                 | 435     
|Amortization of discount on debt                                                |  |                                 | 41,319  
|Beneficial conversion feature in connection with convertible note payable       |  |                                 | 20,804  
|Loss on fair value of derivative liability                                      |  |                                 | 282,823 
|Changes in operating assets and liabilities:                                    |  |                                 |         
|(Increase) decrease in accounts receivable                                      |  |                                 | (1,056  
|Decrease (increase) in inventory                                                |  |                                 | 4,645   
|(Increase) decrease in prepaid and other current assets                         |  |                                 | (47,359 
|Increase in accounts payable and accrued expenses                               |  |                                 | 116,796 
|Net cash (used in) operating activities                                         |  |                                 | (175,868
|                                                                                |  |                                 |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                           |  |                                 |         
|Proceeds from issuance of notes payable                                         |  |                                 | 210,000 
|Repayments of notes payable                                                     |  |                                 | -       
|Proceeds from issuance of common stock                                          |  |                                 | 300     
|Net cash provided by financing activities                                       |  |                                 | 210,300 
|                                                                                |  |                                 |         
|Net (decrease) increase in cash                                                 |  |                                 | 34,432  
|                                                                                |  |                                 |         
|Cash, beginning of the period                                                   |  |                                 | -       
|                                                                                |  |                                 |         
|Cash, end of the period                                                         |  | $                               | 34,432  
|                                                                                |  |                                 |         
|Supplemental Disclosures of Cash Flow Information:                              |  |                                 |         
|Non-cash conversion of notes payable                                            |  | $                               | 337,100 
|Cash paid during period for interest                                            |  | $                               | -       
|Cash paid during period for taxes                                               |  | $                               | -       



See notes to consolidated financial statements



5







Notes to the Unaudited Condensed Consolidated
Financial Statements

For the Nine Months Ended September 30,
2013

(Unaudited)



NOTE 1 – UNAUDITED FINANCIAL INFORMATION



The unaudited financial information included
for the nine month interim periods ended September 30, 2013 and 2012 were taken from the books and records and are unaudited. However,
such information reflects all adjustments (consisting only of normal recurring adjustments), which are in the opinion of management,
necessary to reflect properly the results of operations for the interim periods presented. The results of operations for the nine
month period ended September 30, 2013 are not necessarily indicative of the results expected for the fiscal year ending December
31, 2013.



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 Premier Beverage Group Corp. (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, 2012 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 and the accounts of its wholly owned subsidiary OSO Beverages Corp. (and its subsidiary Fury
Distribution LLC) for all periods presented.



NOTE 3 – ADDITIONAL SIGNIFICANT ACCOUNTING POLICIES



Derivative Instrument Liability



The Company accounts for derivative instruments
in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities,
including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives
on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the
derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated
are based on the exposures hedged. At September 30, 2013 and December 31, 2012, the Company did not have any derivative instruments
that were designated as hedges.



NOTE 4 – GOING CONCERN



The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business.  As shown in the accompanying financial statements, the Company incurred a net loss of $594,275
for the nine months ended September 30, 2013, and as of September 30, 2013 the Company has an accumulated deficit of $1,913,118
and a net working capital deficit (total current liabilities exceeded total current assets) of $574,324. These factors among others
raise substantial doubt about the Company’s ability to continue as a going concern.



The Company has undertaken further steps
as part of a plan to improve operations with the goal of sustaining its operations for the next twelve months and beyond to address
its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. However, there
can be no assurance that the Company can successfully accomplish these steps and or business plans, and it is uncertain that the
Company will achieve a profitable level of operations and be able to obtain additional financing.



6







The Company’s continued existence
is dependent upon management’s ability to develop profitable operations and resolve its liquidity problems. 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 relating to the recoverability
and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company
be unable to continue as a going concern.



There can be no assurance that any additional financings will
be available to the Company on satisfactory terms and conditions, if at all.  In the event that the Company is unable
to continue as a going concern, it may elect or be required to seek protection from its creditors by filing a voluntary petition
in bankruptcy or may be subject to an involuntary petition in bankruptcy.



NOTE 5 – INVENTORY



Inventory is 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 September 30, 2013 was $15,840 as compared to $20,485
as of December 31, 2012.



NOTE 6 – PROPERTY, PLANT AND EQUIPMENT



Property, plant and equipment at September 30, 2013 and December
31, 2012 consist of the following:



|                               |  | September 30, 2013 |        |   |                   |  
|------------------------------ |  | ------------------ | ------ | - | ----------------- | -
|                               |  | (Unaudited)        |        |   | December 31, 2012 |  
|Office furniture and equipment |  | $                  | 1,741  |   |                   | $
|Less: accumulated deprecation  |  | $                  | (1,112 | ) |                   | $
|                               |  | $                  | 629    |   |                   | $



Depreciation expense was $435 and $435 for the nine months ended
September 30, 2013 and 2012, respectively.



NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES



Accounts Payable and Accrued Expenses



The Company had outstanding accounts payable
and accrued expenses of $412,630 and $475,566 as of September 30, 2013 and December 31, 2012, respectively. Included in accrued
expenses are consulting agreements with three individuals, including Fouad Kallamni, the Company’s President. Each of these
agreements expired on September 30, 2012 and, with minor variations, provided for monthly compensation of $10,000, of which $5,000
was deferred. The aggregate amount of deferred compensation under these consulting agreements as of September 30, 2013 is $286,500.



7







NOTE 8 – NOTES PAYABLE



At September 30, 2013 and December 31, 2012 the Company has
the following notes payable:



|                                                                                                                                                         |  | September 30,
2013
    (Unaudited) |         |  | December 31,
2012 |   |         | Interest Rate |  |  | Maturity Date |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------- |  | ----------------- | - | ------- | ------------- |  |  | ------------- | -
|Notes Payable - Current Portion                                                                                                                          |  |                                    |         |  |                   |   |         |               |  |  |               |  
|Secured Promissory Note                                                                                                                                  |  | $                                  | 48,500  |  |                   | $ | 48,500  |               |  |  | 0             | %
|Secured Convertible 10% Promissory Note                                                                                                                  |  |                                    | 7,442   |  |                   |   | 7,067   |               |  |  | 10            | %
|Secured Promissory Notes                                                                                                                                 |  |                                    | 90,000  |  |                   |   | -       |               |  |  | 0             | %
|Unsecured Convertible 6% Promissory Notes                                                                                                                |  |                                    | 65,205  |  |                   |   | 62,955  |               |  |  | 6             | %
|Unsecured Convertible Promissory Note                                                                                                                    |  |                                    | 15,000  |  |                   |   | 202,100 |               |  |  | 0             | %
|Unsecured Convertible 8% Promissory Notes, net of amortized debt discount of $7,011 at September 30, 2013 and $27,815 at December 31, 2012               |  |                                    | 71,435  |  |                   |   | 46,431  |               |  |  | 8             | %
|Total Notes Payable - Current Portion                                                                                                                    |  | $                                  | 297,582 |  |                   | $ | 367,053 |               |  |  |               |  
|                                                                                                                                                         |  |                                    |         |  |                   |   |         |               |  |  |               |  
|Notes Payable - Long Term                                                                                                                                |  |                                    |         |  |                   |   |         |               |  |  |               |  
|Senior Secured Convertible Promissory Notes, net of amortized debt discount of $127,518 and $0 at September 30, 2013 and December 31, 2012, respectively |  |                                    | 270,389 |  |                   |   | -       |               |  |  | 20            | %
|Total Notes Payable - Long Term                                                                                                                          |  | $                                  | 270,389 |  |                   | $ | -       |               |  |  |               |  
|                                                                                                                                                         |  |                                    |         |  |                   |   |         |               |  |  |               |  
|Total Notes Payable                                                                                                                                      |  | $                                  | 567,971 |  |                   | $ | 367,053 |               |  |  |               |  



On March 28, 2012, the Company issued $70,000
of its convertible promissory notes (“March 2012 Notes) to four investors. The March 2012 Notes bear interest at the rate
of 8% per annum, are due on December 31, 2013 and are convertible into shares of the Company’s common stock at the rate of
$.05 per share. The March 2012 Notes will be automatically cancelled and new convertible promissory notes issued if, in connection
with a convertible debt financing of the Company after March 28, 2012 and before December 31, 2013, such subsequent debt financing
provides for a conversion price of less than $0.05 per share of Common Stock. In accordance with ASC 470-20, the Company recognized
an embedded beneficial conversion feature present in the notes. The Company allocated a portion of the proceeds equal to the intrinsic
value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $49,000 of the proceeds,
which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount
against the notes. The debt discount attributed to the beneficial conversion feature is amortized over the notes’ maturity
period as interest expense. The Company recognized a total of $20,804 of the debt discount as interest in the nine month period,
with a remaining unamortized debt discount of $7,011.



On June 3, 2013, the Company issued $70,000
of its convertible promissory notes (“June 2013 Notes) to four investors. The June 2013 Notes were issued in exchange for
$70,000 of convertible promissory notes issued to these investors on March 28, 2012 (“March 2012 Notes”) pursuant to
a provision in the March 2012 Notes requiring a mandatory note exchange if, in connection with a convertible debt financing of
the Company after March 28, 2012 and before December 31, 2013, such financing provided for a price at which the new note may be
converted into shares of the Company’ Common Stock of less than $0.05 per share. On May 15, 2013 the Company engaged in a
convertible debt financing in which the conversion price one of the notes is $.02 per share and the other is variable based on
a 50% discount to the volume weighted average closing market price of the Company’s stock.  As a result of these
financings, the conversion price of the June 2013 Notes was reset at $.01 per share. The March 2012 and June 2013 Notes are in
all other respects identical. Interest that accrued on the March 2012 Note before the exchange may also be converted into shares
of the Company’s Common Stock at $.01 per share.



The June 2013 Notes matured December 31,
2013 and are in technical default; however, no default has been declared.



8







On April 23, 2013, the Company exercised
its right to convert an unsecured convertible promissory note dated October 25, 2011 in the amount of $187,100 to shares of the
Company’s Common Stock at the stated conversion price of $0.135 per share. The conversion resulted in the issuance by the
Company 1,385,926 restricted shares of its Common Stock to the holder in full cancellation of the note.



On December 9, 2011, the Company issued
a senior secured promissory note in the amount of $100,000 (“2011 Note”) to a third party lender (“Original Lender”).
The note was secured by a security agreement with the Original Lender pursuant to which the Company granted a first lien on all
of its assets. The 2011 Note was due on March 31, 2012. In April 2012, the Company repaid $25,000 of the principal balance, leaving
a remaining in default balance of $75,000.



On May 19, 2013, 112359 Factor Fund LLC
(“59FF”) entered into an exchange agreement with the Original Lender whereby 59FF acquired 100% of the rights of the
2011 Note. On the same day, the Company entered into a forbearance agreement with 59FF for the outstanding principal balance of
$75,000, accrued penalties and interest of $136,288 and associated costs of $13,712, in aggregate of $225,000, whereby 59FF agreed
to forbear from further rights under the Original Secured Note in exchange for the Company to issue a new Secured Amended and Restated
Convertible Debenture (“A&R Debenture”) in the amount of $225,000.



The A&R Debenture bears interest at
the lower of 20% per annum or the maximum allowed under the law. Interest is to be paid to the note holder, at the note holder’s
option, in cash or converted to common stock at the applicable conversion price on the trading day prior to the date paid provided
the shares of the common stock of the Company are freely tradable. The maturity date is December 31, 2014.



The A&R Debenture is convertible into
common stock, at the election of the holder, at a 50% discount to the 45 day volume weighted average stock price prior to conversion.
The Company has identified the embedded derivatives related to the A&R Debenture. These embedded derivatives included certain
conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company
record fair value of the derivatives as of the inception date of Debenture and to fair value as of each subsequent reporting date.
At the inception of the Debenture, the Company determined the aggregate fair value of $145,803 of the embedded derivatives.



The fair value of the embedded derivatives
was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected
volatility of 363.56%, (3) weighted average risk-free interest rate of 0.23%, (4) expected life of 1.63 years, and (5) estimated
fair value of the Company’s common stock of $0.0027 per share. The initial fair value of the embedded debt derivative of
$145,803 was allocated as a debt discount. For the three and nine months ended September 30, 2013, the Company amortized $22,582
and $33,898, respectively, of debt discount as interest expense.



On May 19, 2013, the Company issued a Secured
Convertible Debenture (“New Debenture”) for a principal amount of $150,000. The New Debenture bears interest at the
lower of 20% per annum or the maximum allowed under the law. Interest is to be paid to the note holder, at the note holder’s
option, in cash or converted to common stock at the applicable conversion price on the trading day prior to the date paid provided
the shares of the common stock of the Company are freely tradable. Commencing on May 15, 2014 and each month thereafter, the Company
is required to pay to the lender principal in the amount of $10,000. The secured lender has a security interest in all of the Company’s
assets. In addition, the loan is secured by a pledge of 31,500,000 shares of the Company’s Common Stock owned by the Company’s
president. The maturity date is December 31, 2014. The New Debenture is convertible into common stock, at the election of the holder,
at $0.02 per share.



Due to the nature of the previously issued
A&R Debenture issued in connection with the forbearance agreement, the Company is required to account for the embedded conversion
feature as a derivative related to the New Debenture. The accounting treatment of derivative financial instruments requires that
the Company record fair value of the derivatives as of the inception date of New Debenture and to fair value as of each subsequent
reporting date. At the inception of the New Debenture, the Company determined the aggregate fair value of $19,841 of the embedded
derivatives.



9







The fair value of the embedded derivatives
was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected
volatility of 363.56%, (3) weighted average risk-free interest rate of 0.26%, (4) expected life of 1.62 years, and (5) estimated
fair value of the Company’s common stock of $0.0027 per share. The initial fair value of the embedded debt derivative of
$19,841 was allocated as a debt discount. For the three and nine months ended September 30, 2013, the Company amortized $3,088
and $4,498, respectively, of debt discount as interest expense.



On August 23, 2013, the Company’s
wholly-owned subsidiary, OSO Beverages Corp., (“OSO”) issued $90,000 in principal amount of its secured convertible
promissory notes (“OSO Notes) to two lenders. In exchange for the OSO Notes, the Company received $60,000 in cash to be used
to purchase inventory. The repayment of the OSO Notes is secured by the inventory to be purchased and all of the proceeds from
the sale thereof. Beginning on November 15, 2013 and each month thereafter, principal in the amount of $4,500 is payable to each
lender, with all unpaid principal due and payable on August 15, 2014. The OSO Notes are convertible into shares of the Company’s
common stock at a conversion rate of $0.01 per share. The funded amount under the OSO Notes was $60,000, resulting in an original
issuance discount of $30,000.  In accordance with the original issuance discount of the secured note, amortization expense
of $3,193 has been charged in for the three and nine months ended September 30, 2013, with a remaining unamortized original issue
discount of $26,807.



As an inducement to enter into the loan
transaction, each Lender subscribed to purchase 500,000 restricted shares of the Company’s common stock for a nominal consideration.
As a further inducement to enter into the loan transaction, Fouad Kallamni, the Company’s President, guaranteed all payments
due under each OSO Note.



NOTE 9 – DERIVATIVE LIABILITY



In connection with the issuance of convertible
debentures, the Company has the possibility of exceeding their common shares authorized when considering the number of possible
shares that may be issuable to satisfy settlement provisions of these agreements after consideration of all existing instruments
that could be settled in shares.  The accounting treatment of derivative financial instruments required that the Company
reclassify the derivative from equity to a liability at their fair values as of the date possible issuable shares exceeded the
authorized level and at fair value as of each subsequent balance sheet date.  Any change in fair value was recorded as non-operating,
non-cash income or expense at each reporting date.  If the fair value of the derivatives was higher at the subsequent balance
sheet date, the Company recorded a non-operating, non-cash charge.  If the fair value of the derivatives was lower at the
subsequent balance sheet date, the Company recorded non-operating, non-cash income.



The fair value of the derivatives at September
30, 2013 was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2)
expected volatility of 371.55%, (3) weighted average risk-free interest rate of 0.01%, (4) expected life of 1.25 years, and (5)
estimated fair value of the Company’s common stock of $0.0075 per share. The Company recorded a loss on change in derivative
liabilities of $20,430 and $282,823 during the three and nine months ended September 30, 2013, respectively.



Based upon ASC 840-15-25 (EITF Issue 00-19,
paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible
debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.



At September 30, 2013, the aggregate derivative
liabilities was valued at $448,467. The Company believes an event under the contract that would create an obligation to settle
in cash or other current assets is remote and has classified the obligation as a long term liability.



10







NOTE 10 – FAIR VALUE MEASUREMENTS



The Company adopted the provisions of Accounting
Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines
fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required
or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact
and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels
of inputs that may be used to measure fair value:



Level 1 – Quoted prices in active
markets for identical assets or liabilities.



Level 2 – Observable inputs other
than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or
can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.



Level 3 – Unobservable inputs to
the valuation methodology that are significant to the measurement of fair value of assets or liabilities.



All items required to be recorded or measured
on a recurring basis consist of derivative liabilities and are based upon level 3 inputs.



To the extent that valuation is based on
models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined
based on the lowest level input that is significant to the fair value measurement.



Upon adoption of ASC 825-10, there was
no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.



The carrying value of the Company’s
cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable),
and other current assets and liabilities approximate fair value because of their short-term maturity.



As of September 30, 2013 and December 31,
2012, the Company did not have any items that would be classified as level 1 or 2 disclosures.



The Company recognizes its derivative liabilities
as level 3 and values its derivatives using the methods discussed in Notes 3 and 9. While the Company believes that its valuation
methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or
assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at
the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes
3 and 9 are that of volatility and market price of the underlying common stock of the Company.



As of September 30, 2013, the Company did
not have any derivative instruments that were designated as hedges.



11







The derivative liability as of September
30, 2013, in the amount of $448,467 has a level 3 classification.



The following table provides a summary
of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2013:



|                                                                                                                |  | Debt Derivative |        
|--------------------------------------------------------------------------------------------------------------- |  | --------------- | -------
|Balance, December 31, 2012                                                                                      |  | $               | -      
|Total (gains) losses                                                                                            |  |                 |        
|Initial fair value of debt derivative at note issuance                                                          |  |                 | 165,644
|Mark-to-market at September 30, 2013:                                                                           |  |                 | 282,823
|Balance, September 30, 2013                                                                                     |  | $               | 448,467
|Net Loss for the three month period included in earnings relating to the liabilities held at September 30, 2013 |  | $               | (20,430



Fluctuations in the Company’s stock price are a primary
driver for the changes in the derivative valuations during each reporting period. The Company’s stock price increased approximately
8% from note inception to September 30, 2013. As the stock price increases for each of the related derivative instruments, the
value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet.
Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of
the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s
expected volatility. Decreases in expected volatility would generally result in a lower fair value measurement.



NOTE 11 – MATERIAL SUBSEQUENT EVENTS AND CONTINGENCIES



None.



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



The following discussion and analysis
of our consolidated financial condition and results of operations for the six month period ended September 30, 2013 should be read
in conjunction with our consolidated financial statements included elsewhere in this Quarterly Report.



Special Filing Note



We have not yet filed the following report
under the Securities Exchange Act of 1934:



Annual Report on Form
10-K for the 12-month period ended December 31, 2013



We expect to file this report no later
than May 27, 2014. Forward looking statements in this Quarterly Report and in the Form 10-K for the calendar year ended December
31, 2012 have been made as though these reports had been timely filed with the Commission. In this regard, particular care should
be taken with respect to forward looking statements made herein which should be evaluated in light of “subsequent events”
disclosure in the footnotes to the financial statements accompanying this report as well as disclosure in the reports that the
Company will be filing for subsequent annual and quarterly periods described above. See “CAUTIONARY NOTICE
REGARDING FORWARD LOOKING STATEMENTS.”



12







Introductory Comments



On October 19, 2011, pursuant to the terms
of an Agreement and Plan of Merger between OSO USA LLC, a Delaware limited liability company and our wholly-owned subsidiary, OSO
Beverages Corp., OSO USA LLC merged into OSO Beverages Corp. OSO As a result of this merger, our historical motorcycle-related
business terminated, we changed our name to Premier Beverage Group Corp. and we are now engaged in the functional beverage business
described herein.



We operate our business through our wholly
owned subsidiary, OSO Beverages Corp. and distribute our OSO products through its wholly owned subsidiary, Fury Distribution Holdings
LLC. Another subsidiary, Captive Brands Corp., is inactive. Throughout this Quarterly Report on Form 10-Q as amended, the terms
“we,” “us,” “our,” “Premier Beverage” and “our company” refer to Premier
Beverage Group Corp., a Nevada corporation, and, unless the context indicates otherwise, includes these subsidiaries for all periods
presented.



We require additional capital to operate
our business. There can be no assurance that such 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 to us. The issuances of additional equity securities
by the Company will 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 future success may be adversely affected.



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



Forward Looking Statements



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



We are a consumer brand development company
focused on creating, marketing and selling compelling functional beverage brands. Functional beverages, which include energy drinks,
energy shots, and enhanced waters, among others, have expanded substantially in the last 10 years and disrupted the beverage landscape
formerly dominated by soft drinks. The functional beverage category has uncovered a previously unexposed consumer need that traditional
beverages did not address. We believe these beverages are quickly becoming the drink of choice for the younger generation, having
matured from “fad” status into the mainstream market.



We operate a two-tiered strategy that blends
the large upside potential of developing and owning proprietary brands with a lower risk, predictable captive brands strategy.
Our flagship brand, OSO, is a premium energy beverage offered primarily to high profile on-premise accounts. “On-premise”
accounts include clubs, bars, restaurants and hotels and generally where the product is consumed at the location. OSO holds a unique
position as a premium energy beverage. With additional repackaging initiatives currently underway, OSO intends to further differentiate
itself by offering a sleek glass bottle packaging option along with a formula that is made with 100% all natural ingredients. OSO’s
positioning is sophisticated, top-shelf energy with elegant packaging, unlike mass market ‘extreme-focused’ canned
energy drinks.



13







In addition to OSO, we intend to utilize
our manufacturing and brand development skills to create high quality store brands for mass retailers (which we have dubbed “captive
brands”). Our management team has prior direct experience developing captive functional beverage brands for national and
regional retailers such as Walgreens, Duane Reade, Stop&Shop and Roundy’s. Our new turnkey captive brand program involves
the development of a brand tailored for a specific retailer in return for a long-term vendor agreement with that retailer to manufacture
and supply product. The development of the brand includes all facets of product development, including formulations, branding,
packaging, distribution and marketing.



Our company is a Nevada corporation originally
formed on July 22, 1999. Our principal place of business is located at 501 Madison Avenue, Suite 501, New York, New York 10022.
Our telephone number is (646) 820-0630.



Results of Operations



The following discussion should be read in conjunction with
our financial statements and the related notes thereto included elsewhere herein.



Three months ended September 30, 2013
compared with three months September 30, 2012.



For the three months ended September 30,
2013 we generated revenues of $6,560 as compared to $11,388 for the three months ended September 30, 2012, a decrease of $4,828,
or 42%. Cost of goods sold for the three months ended September 30, 2013 was $1,683 generating a gross margin of $4,877. Cost of
goods sold for the three months ended September 30, 2012 was $2,752, generating a gross margin of $8,636. The decrease in our revenues
is attributable principally to lack of available inventory to sell to customers.



Selling, general and administrative expenses
were $84,747 for the three months ended September 30, 2013 as compared to $100,548 for the three months ended September 30, 2012,
a decrease of $15,801 or 16%. This decrease was primarily the result of a reduction in consulting and other corporate expenses
as we scaled back operations pending the receipt of additional capital. We incurred interest expense of $56,396 for the three months
ended September 30, 2013. Interest expense incurred for the three months ended September 30, 2012 was $29,948. The increase of
$26,448 in interest expense was due to the amortization of beneficial conversion features in 2013, amortization of original issue
discounts, and the financial restructuring that took place during the second quarter of 2013.



We reported a net loss and loss applicable
to common stockholders for the three months ended September 30, 2013 of $156,841. Our net loss and loss applicable to the common
stockholders for the three months ended September 30, 2012 was $122,005. The increase in net loss was attributable principally
to loss on the fair value of derivative liability due to the financial restructuring that took place during the second quarter
of 2013.



Nine months ended September 30, 2013
compared with nine months September 30, 2012.



For the nine months ended September 30,
2013 we generated revenues of $21,120 as compared to $43,663 for the nine months ended September 30, 2012, a decrease of $22,543,
or 52%. Cost of goods sold for the nine months ended September 30, 2013 was $4,645, generating a gross margin of $16,475. Cost
of goods sold for the nine months ended September 30, 2012 was $15,160, generating a gross margin of $28,503. The decrease in our
revenues is attributable principally to lack of available inventory to sell to customers.



Selling, general and administrative expenses
were $161,949 for the nine months ended September 30, 2013 as compared to $339,691 for the nine months ended September 30, 2012,
a decrease of $177,742 or 52%. This decrease was primarily due to a reduction in consulting and other corporate expenses as we
scaled back operations pending the receipt of additional capital. We incurred interest expense of $165,543 for the nine months
ended September 30, 2013. Interest expense incurred for the nine months ended September 30, 2012 was $120,119. The increase of
$45,424 in interest expense was due to the amortization of beneficial conversion features in 2013, the amortization of original
issue discounts, and the financial restructuring that took place during the second quarter of 2013.



14







We reported a net loss and loss applicable
to common stockholders for the nine months ended September 30, 2013 of $594,275. Our net loss and loss applicable to the common
stockholders for the nine months ended September 30, 2012 was $431,742. The increase in net loss was attributable principally to
the loss on the fair value of derivative liability due to the restructuring of finances that took place during the second quarter
of 2013.



Liquidity and Capital Resources



Since the merger in October 2011, we have
funded our operations primarily through the issuance of debt securities, as follows:



| | · | Convertible notes in the amount of $202,100 issued in connection with the merger in October 2011.
On April 23, 2013, we exercised our right to convert $187,100 of these notes into 1,385,926 shares of our Common Stock).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | $70,000 of convertible notes issued to four investors in March 2012 (“March 2012 Notes”)
due and payable on December 31, 2013. On June 3, 2013, the Company issued $70,000 of new convertible promissory notes (“June
2013 Notes) to these four investors in exchange for their March 2012 Notes, which required a mandatory note exchange if, in connection
with a convertible debt financing of the Company after March 28, 2012 and before December 31, 2013, such financing provided for
a price at which any new note may be converted into shares of the Company’ Common Stock of less than $0.05 per share. On
May 15, 2013 the Company engaged in a convertible debt financing in which the conversion price one of the notes is $.02 per share
and the other is variable based on a 50% discount to the volume weighted average closing market price of the Company’s stock.  As
a result of these financings, the conversion price of the June 2013 Notes was reset at $.01 per share. The March 2012 and June
2013 Notes are in all other respects identical. Interest that accrued on the March 2012 Note before the exchange may also be converted
into shares of the Company’s Common Stock at $.01 per share. We did not receive any cash from this financing.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | On May 19, 2013, the Company issued a $225,000 Secured Amended and Restated Convertible Debenture
to a single lender (“A&R Note”) which amended and restated the Company’s senior secured promissory note issued
to another lender on December 9, 2011 in the original principal amount of $100,000 (“2011 Note”). The 2011 Note had
been in default since April 1, 2012. Pursuant to a Forbearance Agreement entered into with the new lender, accrued penalties and
costs of $150,000 with respect to the 2011 Note were added to the principal of the A&R Note. The A&R Note bears interest
at the rate of 20% per annum, is due on December 31, 2014 and is, subject to certain ownership limitations, convertible into shares
of the Company’s common stock. The conversion price is equal to 50% of the volume weighted average closing market price for
shares of the Company’s Common Stock for the 45 trading days preceding conversion. The secured lender has a first security
interest in all of the Company’s assets. We did not receive any cash from this financing.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | On May 19, 2013, the Company issued a Secured Amended and Restated Convertible Debenture in the
amount of $150,000 to a single lender (“New Note”). The New Note bears interest at the rate of 20% per annum, is due
on December 31, 2014 and is, subject to certain ownership limitations, convertible into shares of the Company’s common stock
at the rate of $.02 per share. Commencing on May 15, 2014 and each month thereafter, the Company is required to pay to the lender
principal in the amount of $10,000. The secured lender has a security interest in all of the Company’s assets. In addition,
the loan is secured by a pledge of 31,500,000 shares of the Company’s Common Stock owned by the Company’s president.
We received $150,000 in cash from this financing.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15







| | · | On August 23, 2013, the Company’s wholly-owned subsidiary, OSO Beverages Corp., (“OSO”)
issued $90,000 in principal amount of its secured convertible promissory notes (“OSO Notes) to two lenders. In exchange for
the OSO Notes, the Company received $60,000 in cash to be used to purchase inventory. The repayment of the OSO Notes is secured
by the inventory to be purchased and all of the proceeds from the sale thereof. Beginning on November 15, 2013 and each month thereafter,
principal in the amount of $4,500 is payable to each lender, with all unpaid principal due and payable on August 15, 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of September 30, 2013, we had $34,432
of cash on hand, $5,693 in accounts receivable, $15,840 in inventory, and $710,212 in current liabilities. As of September 30,
2012, we had $-0- of cash on hand, $23,495 in accounts receivable, $22,780 in inventory, and $570,867 in current liabilities.



We will require additional cash to meet our operating needs
for the next twelve months.



Item 3. Quantitative and Qualitative Disclosures about Market
Risk



Item is inapplicable.



Item 4T. Controls and Procedures



Fouad Kallamni, who was our principal executive
and financial officer after the merger of OSO USA LLC into the Company on October 19, 2011 and for the remainder of the reporting
period which ended on June 30, 2013, has concluded that the disclosure controls and procedures were neither effective prior to
the merger or as of September 30, 2013. These controls are meant to ensure that information required to be disclosed by the issuer
in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.



Management’s Report on Internal
Control over Financial Reporting



Our management is responsible for establishing
and maintaining internal controls over financial reporting and disclosure controls. Internal Control Over Financial Reporting is
a process designed by, or under the supervision of, our principal executive and financial officer, or persons performing similar
functions, and effected by our board of directors, management and other personnel, 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 and includes those policies and procedures that:



|1. | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and
|3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.                                                                                                                                  



Management conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December 31, 2012, based on the framework established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment,
management concluded that as of December 31, 2011, it had material weaknesses in its internal control procedures which continue
to exist as of September 30, 2013.



16







A material weakness is a control deficiency,
or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
We have concluded that our internal control over financial reporting was not effective as of December 31, 2012 and September 30,
2013.



The Company’s assessment identified
certain material weaknesses which are set forth below:



Entity Level Controls



We have insufficient corporate governance
policies. Our corporate governance activities and processes are not always formally documented. Specifically, decisions made by
the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any
misunderstandings regarding key decisions affecting our operations and management.



We currently have insufficient resources
which may restrict our ability to gather, analyze and report information relative to the financial statements in a timely manner,
including insufficient documentation and review of the selection and application of generally accepted accounting principles to
significant non-routine transactions. In addition, the limited size of the accounting department makes it impractical to achieve
an optimum segregation of duties.



Functional Controls and Segregation
of Duties



We have an inadequate segregation of duties
consistent with control objectives. Our management is composed of a single individual resulting in a situation where no segregation
of duties exists. In order to remedy this situation we would need to hire additional staff to provide segregation of duties. Currently,
it is not feasible to hire additional staff to obtain optimal segregation of duties. Management intends to reassess this matter
during the current fiscal year to determine whether improvement in segregation of duties is feasible.



Management believes that the material weaknesses
set forth above were the result of the scale of our operations and are a circumstance due to our small size. Management believes
these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding
for our business operations.



We are committed to improving our financial
organization. As part of this commitment, we will increase our personnel resources and technical accounting expertise within the
accounting function when funds are available to us. We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements, as necessary and as funds allow. We intend to take appropriate
and reasonable steps to make the necessary improvements to remediate these deficiencies, including:



|(1) | Adding personnel with the depth of knowledge and time commitment to provide a greater level of review for corporate activities;                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Continuing to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes; and
|(3) | Soliciting independent directors to enhance corporate governance and Board composition.                                                             



We intend to consider the results of our
remediation efforts and related testing as part of our assessment of the effectiveness of our internal control over financial reporting.



17







Changes in Internal Control over Financial
Reporting



There were no changes in our internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September
30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II – OTHER INFORMATION



Item 1. Legal Proceedings



On July 27, 2012, we received notice that
a default judgment had been entered against the Company with respect to a civil action summons and complaint filed in the Superior
Court of New Jersey, Passaic County, for the non-payment of certain unsecured promissory notes issued by the Company’s predecessor,
DAM Holdings, Inc., in the amount of $66,051. The repayment of these notes has been guaranteed in full by a third party in connection
with the merger of OSO USA LLC into our wholly-owned subsidiary, OSO Beverages Corp. The Company intends to pursue its remedies
against such third party with respect to this judgment.



Item 1A. Risk Factors



Inapplicable.



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



On September 11, 2013, the Company issued
1,000,000 restricted shares of its common stock for nominal consideration in conjunction with the receipt from two lenders of production
financing in the amount of $60,000 provided to the Company’s wholly-owned subsidiary, OSO Beverages Corp.



On September 26, 2013, we issued 1,000,000
restricted shares of our common stock to a former noteholder in consideration of its execution of an Assignment Agreement dated
May 19, 2013 with respect to the assignment of a promissory note issued by us to the noteholder in the original principal amount
of $100,000 and for the execution by the noteholder of a release of claims against us.



Item 3. Defaults Upon Senior Securities



We are in technical default of $70,000 of convertible notes
issued to four investors in June 2013, although no default has been declared. These notes were due and payable on December 31,
2013.



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



The Company filed
a Certificate of Amendment to its Articles of Incorporation to increase the number of shares of Common Stock that could be issued
to 250,000,000 from 99,000,000. The Certificate of Amendment was effective August 12, 2013. A majority of the holders of the Company’s
Common Stock approved the Certificate of Amendment, and the Company filed a Notice by Action by Written Consent of Stockholders
with the Securities and Exchange Commission that was subsequently mailed to stockholders of record.



Item 5. Other Information



On February 20, 2014, the Securities and
Exchange Commission (“SEC”) issued an Order of Suspension of Trading of the Company’s securities for lack of
“current and accurate information” under Section 13(a) of the Securities Exchange Act of 1934 (“Exchange Act”).
The Company filed an Answer in response to the Order Instituting Administrative Proceedings and Notice of Hearing and, on March
20, 2014, counsel to the Company appeared at a pre-hearing before the Chief Administrative Law Judge of the SEC. The purpose of
the Answer was to assert why the SEC should not revoke the registration of the Company’s securities under the Exchange Act.
After a second pre-hearing on April 23, 2014, the Chief Administrative Law Judge ordered that the SEC file a motion for summary
disposition of this matter by May 19, 2014, that the Company respond to such motion by May 27, 2014 and that the SEC reply to the
Company’s response by June 2, 2014. Although the Company expects to be current in all of its filings under the Exchange Act
by the earlier of such dates, it is possible that the SEC will continue to pursue its action to revoke the registration of the
Company’s securities under the Exchange Act.



18







Item 6. Exhibits



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 Noteissued in aggregate principal amount of $70,000(16)                                                                                     
|10.15                  |  | Form of Securities Purchase Agreement with respect to Secured Amended and Restated Convertible Debenture in the principal amount of $150,000(17)                                     
|10.16                  |  | Form of Secured Amended and Restated Convertible Debenture in the principal amount of $150,000(17)                                                                                   
|10.17                  |  | Form of Assignment Agreement with respect to Senior Secured Promissory Note in the original principal amount of $100,000(17)                                                         
|10.18                  |  | Form of Forbearance Agreement with respect to Secured Amended
        and Restated Convertible Debenture
        in the principal amount of $225,000(17)                             
|10.19                  |  | Form of Secured Amended and Restated Convertible Debenture in the principal amount of $225,000(17)                                                                                   
|10.20                  |  | Form of Security Agreement with respect to Secured Amended and
        Restated Convertible Debentures in the
        aggregate principal amount of $375,000(17)                     
|10.21                  |  | Form of Pledge Agreement with respect to Secured Amended and
        Restated Convertible Debentures in the
        aggregate principal amount of $375,000(17)                       
|10.22                  |  | Consulting Agreement with Core Equity Group LLC(17)                                                                                                                                  
|10.23                  |  | Consulting Agreement with Richard Fisher(17)                                                                                                                                         
|10.24                  |  | Form of unsecured Convertible Promissory Notesissued in aggregate principal amount of $70,000 in exchange for Notes in equal principal amount(17)                                    
|10.25                  |  | Form of Secured Promissory Notes issued by OSO Beverages Corp. in the aggregate principal amount of $90,000*                                                                         
|10.26                  |  | Form of Security Agreement with respect to Secured Promissory Notes in the principal amount of $90,000*                                                                              
|10.27                  |  | Form of Guaranty of Fouad Kallamni of Secured Promissory Notes in the principal amount of $90,000*                                                                                   
|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*
|                       |  |                                                                                                                                                                                      
|                       |  | *Filed herewith                                                                                                                                                                      



19







|(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        
|(17) | Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ending June 30, 2013         



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.



|      |              | Premier Beverage Group Corp.                                | 
|----- | ------------ | ----------------------------------------------------------- | 
|      |              |                                                             | 
|Date: | May 14, 2014 | /s/ Fouad Kallamni                                          | 
|      |              | Fouad Kallamni, President                                   | 
|      |              | Principal Executive Officer and Principal Financial Officer | 



20