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U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 27, 2009
 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 No. 000-53577
 DIVERSIFIED RESTAURANT HOLDINGS, INC.
  Nevada
    
    03-0606420(State of other jurisdiction of Incorporation
or organization)
    
    (I.R.S. Employer Identification No.)27680 Franklin Rd. 
Southfield, MI
    
    48034(Address of principal executive offices)
    
    (Zip code)
 
 
     
  Yes
o No
þ
 Yes
o No
þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   *
    
    Average of bid and ask closing prices on June 30, 2009. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 Yes
o No
o
 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
   DOCUMENTS INCORPORATED BY REFERENCE:




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EXPLANATORY NOTE




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TABLE OF CONTENTS
 PagePART III
    
    
    1Item 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    10Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    11Item 14. Principal Accountant Fees and Services
    
    
    16PART IV
    
    
    17Item 15. Exhibits and Financial Statement Schedules
    
    
    17Exhibit 31.1Exhibit 31.2




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Has Served As DirectorName, Age, and Position with the Company
    
    SinceDirectors Who Are both Currently Serving and Nominees for ElectionT. Michael Ansley, 39, Director, Chairman of the Board,
President and Chief Executive Officer
    
    2006David G. Burke, 38, Director, Chief Financial Officer, Treasurer
    
    2006Jay Alan Dusenberry, 38, Director, Secretary
    
    2006David Ligotti, 52, Director
    
    2006Gregory J. Stevens,39, Director
    
    2006New Nominees for ElectionJoseph M. Nowicki,48, Director Nominee
    
    N/ABill McClintock,59,Director Nominee
    
    N/AExecutive Officers (Who Are Not Also Directors)Jason Curtis,29, Chief Operating OfficerShannon Kubenez,31, Director of MarketingKristine Werda, 33, Director of Human Resources
   T. Michael Ansley
  1




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David G. Burke
  Jay Alan Dusenberry
  David Ligotti
  Gregory J. Stevens
  2




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Joseph M. Nowicki
  Bill McClintock
  Jason Curtis
 Shannon Kubenez
 Kristine Werda
  3




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Corporate Governance
 Board Meetings
  Board Committees
  Disclosure Controls,Governance and NominatingAudit Committee
    
    Committee
    
    Compensation CommitteeJay Dusenberry*
    
    Michael Ansley
    
    David LigottiGregory Stevens
    
    David Burke
Gregory Stevens
    
    Gregory Stevens
 
 *
    
    Committee chairman  Audit Committee
   Disclosure Controls, Governance and Nominating Committee
   4




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Compensation Committee
   
    
    reviewing and approving the goals and objectives relating to the compensation of
the Companys executive officers, and may recommend them to the Board of Directors
for approval.
    
    determining, or recommending to the Board of Directors for determination, all
elements of compensation for executive officers of the Company. Elements of
compensation may include, among other items, (a) annual base salary, (b) annual
cash incentive compensation, (c) cash and equity based long-term incentive
compensation, (d) employment agreements, severance arrangements and change in
control agreements or provisions, (e) deferred compensation and retirement plans,
(f) health, disability and life insurance, and (g) special or supplemental
benefits.
    
    evaluating, at least annually, the performance of the Companys executive officers.
  5




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Board Leadership Structure
    Board Role in Risk Oversight
  Communications with the Board
  Director Attendance At Annual Meeting
   6




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Code of Business Conduct and Ethics
  Audit Committee Report
      Section 16 (a) Beneficial Ownership Reporting Compliance
   7




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ITEM 11.
    
    EXECUTIVE COMPENSATION
  Summary Compensation Table
 NonqualifiedNon Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($) (1)
    
    
    ($)T. Michael Ansley
    
    
    2009
    
    
    
    86,154
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,178
    
    
    
    97,332President
and Chief Executive Officer
    
    
    2008
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,400
    
    
    
    114,400Jason T. Curtis
    
    
    2009
    
    
    
    70,000
    
    
    
    15,142
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400
    
    
    
    93,542Chief Operating Officer
    
    
    2008
    
    
    
    85,000
    
    
    
    23.424
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400
    
    
    
    101,824
 Base Salary and Bonus
   Outstanding Equity Awards at Fiscal Year-End
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    MarketEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    or PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Unearned
    
    
    UnearnedNumber of
    
    
    
    
    
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Value of
    
    
    Shares,
    
    
    Shares,Securities
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    Shares
    
    
    Units or
    
    
    Units orUnderlying
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    or Units
    
    
    Other
    
    
    OtherUnexercised
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    of Stock That
    
    
    Rights
    
    
    RightsOptions
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    That
    
    
    Have
    
    
    That Have
    
    
    That(#)
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Not
    
    
    Not
    
    
    Have NotExercisable
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedName
    
    (1)
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)T. Michael Ansley
    
    
    20,000
    
    
    
    10,000
    
    
    
    
    
    
    
    50,000
    
    
    
    7/30/13
    
    
    
    10,000
    
    
    
    54,000
    
    
    
    0
    
    
    
    0Jason T. Curtis
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
  8




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Directors and Compensation
  Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Deferredor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All Otherin Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName (1)
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)David Ligotti
    
    
    0
    
    
    
    0
    
    
    
    6,462
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,462Jay Alan Dusenberry
    
    
    0
    
    
    
    0
    
    
    
    6,462
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,462David G. Burke
    
    
    0
    
    
    
    0
    
    
    
    6,462
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,462Gregory J. Stevens
    
    
    0
    
    
    
    0
    
    
    
    6,462
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,462
 (1)
    
    Compensation information for T. Michael Ansley, our President and Chief Executive Officer,
is fully reflected in the Executive Compensation section above and, as such, is not repeated here. Long-Term Incentive Plans and Awards
  Compensation of Directors
  Employment Contracts, Termination of Employment, Change-in-Control Arrangements
  Personal Liability and Indemnification of Directors
     9




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  Name and Address of
    
    Amount and Nature of
    
    
Percent
of Class Beneficially(1)Beneficial Owner
    
    Beneficial Ownership
    
    

OwnedT. Michael Ansley
    
    
    11,163,500
    (2)
    
    
    59.08
    %27680 Franklin Road
Southfield, Michigan 48304Thomas D. Ansley
    
    
    1,356,500
    (3)
    
    
    7.19
    %5585 Old 70 Rd.
Springfield, OH 45502
 (1)
    
    The percentages shown are based on the 18,876,000 shares of our common stock
outstanding as of April 21, 2010, plus the number of shares that the named person or group has the
right to acquire within 60 days of April 21, 2010. For purposes of computing the percentage of
outstanding shares of common stock held by each person or group, any shares that the person or
group has the right to acquire within 60 days after April 21, 2010 are deemed to be outstanding
with respect to such person or group but are not deemed to be outstanding for the purpose of
computing the percentage of ownership of any other person or group.(2)
    
    This information is based on a Schedule 13G filed by T. Michael Ansley on February
11, 2010, and subsequently confirmed by the Board. The Schedule 13G discloses that T. Michael
Ansley has sole voting and dispositive power for these shares. This information includes 11,143,500
shares currently owned directly by Mr. Ansley and warrants exercisable within 60 days of the date
of this proxy statement to purchase 20,000 shares at an exercise price of $2.50 per share.(3)
    
    This information is based on a Schedule 13G filed by Thomas D. Ansley on February
11, 2010. The Schedule 13G discloses that Thomas D. Ansley has sole voting and dispositive power
for these shares.  10




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Amount and Nature of
    
    
    Percent of Class BeneficiallyName of Beneficial Owner
    
    Beneficial Ownership
    
    
    Owned(1)T. Michael Ansley°
    
    
    11,163,500
    (2)
    
    
    59.08
    %Gregory J. Stevens°
    
    
    239,979
    (3)
    
    
    1.27
    %Jay A. Dusenberry°
    
    
    20,000
    (4)
    
    
    *David Ligotti°
    
    
    220,000
    (5)
    
    
    1.16
    %Bill McClintock
    
    
    100
    
    
    
    *Joseph M. Nowicki
    
    
    0
    
    
    
    *Jason T. Curtis
    
    
    900,000
    
    
    
    4.77
    %David G. Burke°
    
    
    20,000
    (6)
    
    
    *All Officers and Directors
As a Group (6 persons)
    
    
    12,563,579
    
    
    
    66.23
    %
 *
    
    Less than one percent°
    
    Existing member of Board of Directors and Nominee for reelection
    
    Director nominee(1)
    
    The percentages shown are based on the 18,876,000 shares of our common stock
outstanding as of April 21, 2010, plus the number of shares that the named person or group has the
right to acquire within 60 days of April 21, 2010. For purposes of computing the percentage of
outstanding shares of common stock held by each person or group, any shares that the person or
group has the right to acquire within 60 days after April 21, 2010 are deemed to be outstanding
with respect to such person or group but are not deemed to be outstanding for the purpose of
computing the percentage of ownership of any other person or group.(2)
    
    This information includes 11,143,500 shares currently owned directly by Mr. Ansley
and warrants exercisable within 60 days of the date of this proxy statement to purchase 20,000
shares at an exercise price of $2.50 per share.(3)
    
    Includes 219,979 shares currently owned directly by Mr. Stevens and warrants
exercisable within 60 days of the date of this proxy statement to purchase 20,000 shares at an
exercise price of $2.50 per share. Includes shares owned by the Gregory J. Stevens Trust, of which
Mr. Stevens is the sole trustee and beneficiary.(4)
    
    Includes 6,000 shares currently owned directly by Mr. Dusenberry and warrants
exercisable within 60 days of the date of this proxy statement to purchase 14,000 shares at an
exercise price of $2.50 per share.(5)
    
    Includes 200,000 shares currently owned directly by Mr. Ligotti and warrants
exercisable within 60 days of the date of this proxy statement to purchase 20,000 shares at an
exercise price of $2.50 per share.(6)
    
    Mr. Burkes shares consist of warrants exercisable within 60 days of the date of
this proxy statement to purchase 20,000 shares at an exercise price of $2.50 per share. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Transactions
 Loans from Related Parties
   11




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Accounting Services
  Purchase of Affiliated Restaurants
    
    
    T. Michael Ansley is the Chairman of the Board of Directors, President and CEO and a
principal shareholder of the Company;
 
    
    Thomas D. Ansley is the father of T. Michael Ansley and a principal shareholder of the
Company;
 
    
    Mark C. Ansley is the brother of T. Michael Ansley;
 
    
    Steven A. Menker is a principal shareholder of the Company;
 
    
    Jason T. Curtis is the Chief Operations Officer and a principal shareholder of the
Company; and
 
    
    Michael R. Lichocki is an area manager for, and a shareholder of, the Company.
    12




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Holding Company Name and RestaurantLocation
    
    Selling Equityholders
    
    
    Purchase PriceTMA Enterprises of Novi, Inc.
    
    T. Michael Ansley
    
    $
    613,366Buffalo Wild Wings Grill & Bar
    
    Thomas D. Ansley44375 Twelve Mile Rd.
    
    Steven A. MenkerNovi, MI 48377TMA Enterprises of Ferndale, LLC
    
    T Michael Ansley
    
    $
    658,663Buffalo Wild Wings Grill & Bar
    
    Thomas D. Ansley280 W. Nine Mile Road
    
    Steven A. MenkerFerndale, Michigan 48220
    
    Jason T. CurtisFlyer Enterprises, Inc.
    
    T. Michael Ansley
    
    $
    541,167Buffalo Wild Wings Grill & Bar
    
    Thomas D. Ansley44671 Mound Road
    
    Steven A. MenkerSterling Heights, MI 48314Bearcat Enterprises, Inc.
    
    T. Michael Ansley
    
    $
    381,182Buffalo Wild Wings Grill & Bar
    
    Jason T. Curtis15745 15 Mile Rd.
    
    Steven A. MenkerClinton Township, MI 48035Anker, Inc.
    
    T. Michael Ansley
    
    $
    292,961Buffalo Wild Wings Grill & Bar
    
    Thomas D. Ansley3190 Silver Lake Rd.
    
    Steven A. MenkerFenton, MI 48430AMC Warren, LLC
    
    T. Michael Ansley
    
    $
    549,225Buffalo Wild Wings Grill & Bar
    
    Steven A. Menker29287 Mound Rd.
    
    Jason T. CurtisWarren, MI 48092
    
    Michael R. LichockiMCA Enterprises Brandon, Inc.
    
    T Michael Ansley
    
    $
    98,025Buffalo Wild Wings Grill & Bar
    
    Thomas D. Ansley2055 Badlands Drive
    
    Mark C. AnsleyBrandon, FL 33511
    
    Steven A. MenkerJason T. CurtisBuckeye Group, LLC
    
    T Michael Ansley
    
    $
    100Buffalo Wild Wings Grill & Bar
    
    Thomas D. Ansley13416 Boyette Rd.
    
    Mark C. AnsleyRiverview, FL 33569
    
    Steven A. MenkerJason T. CurtisBuckeye Group II, LLC
    
    T Michael Ansley
    
    $
    1004067 Clark Rd.
    
    Thomas D. AnsleySarasota, FL 34233
    
    Mark C. AnsleySteven A. MenkerJason T. CurtisTotal Purchase Price
    
    $
    3,134,790
  13




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Management Services Agreement with Affiliated Restaurants
  Lease of Restaurant Location from Related Party
  Procedure for Review, Approval or Ratification of Transactions with Related Persons
  .
        Director Independence
  
  14




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
 
 
 
 
 
 
 
 
 
    15




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ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Fees to Independent Registered Public Account Firm for Fiscal Years 2008 and 2009
  Services
    
    2008
    
    
    2009Audit Fees (1)
    
    $
    42,000
    
    
    $
    98,625Audit-Related Fees (2)
    
    $
    22,900
    
    
    $
    0Tax Fees (3)
    
    $
    500
    
    
    $
    0All Other Fees (4)
    
    $
    5,260
    
    
    $
    0Total audit and non-audit fees
    
    $
    70,660
    
    
    $
    98,625
 (1)
    
    Audit Fees includes the aggregate fees billed for professional services rendered
for the audit of our annual financial statements, review of financial statements included in our
quarterly reports on Form 10-Q, and audit fees related to our acquisition of the Affiliated
Restaurants.(2)
    
    Audit-Related Fees consist of fees billed for professional services rendered
related to the performance of the audit review that are not otherwise reported under Audit Fees.(3)
    
    Tax Fees consist of fees billed for professional services rendered for services
rendered in connection with tax compliance, tax advice and tax planning.(4)
    
    All Other Fees consist of fees billed for professional services rendered that are
not otherwise reported above. Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
   16




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PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   EXHIBIT NO.
    
    EXHIBIT DESCRIPTION31.1
    
    
    Certification of the Companys Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
with respect to the registrants Annual Report on Form 10-K
for the year ended December 27, 2009.31.2
    
    
    Certification of the Companys Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
with respect to the registrants Annual Report on Form 10-K
for the year ended December 27, 2009.
   DIVERSIFIED RESTAURANT HOLDINGS, INC.By:
    /s/ T. Michael AnsleyT. Michael AnsleyPresident, Chief Executive Officer, Director and Chairman of the Board  17