Registration No. ______________

________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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DIVERSIFIED RESTAURANT HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices, principal place of business and name, address and phone number of service agent)

____________________________________________

COPIES TO:

T. MICHAEL ANSLEY

COPY TO:

RICHARD W. JONES

21751 W. ELEVEN MILE ROAD

JONES, HALEY & MOTTERN, P.C.

SUITE 208

115 PERIMETER CENTER PLACE

SOUTHFIELD, MI  48076

SUITE 170

(248) 223-9160

ATLANTA, GA  30346

(770) 804-0500

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or combination basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If the form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

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highly competitive new markets or territories in which we have not yet established a market presence, the adverse effects on revenue and profit margins may be greater and more prolonged.

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to retain the full-time services of any of these people or attract other qualified individuals could have an adverse effect on us, and there would likely be a difficult transition period in finding replacements for any of them. In an effort to attract and retain key personnel, our Articles of Incorporation limit the personal liability of our directors and our Bylaws provide that each director, officer and employee of the Company shall be indemnified by the Company to the fullest extent permissible by applicable law.

TRADEMARKS, SERVICE MARKS AND TRADE SECRETS

We place considerable value on our trademarks, service marks and trade secrets. We intend to actively enforce and defend our intellectual property. We may not be successful in enforcing our intellectual property rights. Our intellectual property may not be of value and our use of our property may be determined to violate the property rights of others if our rights are challenged. See "Business--Trademarks, Service Marks and Trade Secrets."

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ABSENCE OF DIVIDENDS

We have not declared or paid any cash dividends on our Common Stock since its inception and we do not anticipate declaring or paying any such cash dividends in the foreseeable future. See "Dividend Policy."

NO ASSURANCE OF PROFITABILITY

We may experience operating losses as we develop and implement our business plan.  As a result, we may not be able to achieve or maintain profitability.

THE PRICE OF OUR COMMON STOCK AFTER THIS OFFERING IS LIKELY TO BE VOLATILE AND MAY FALL BELOW THE INITIAL PUBLIC OFFERING PRICE

The market for common stock is highly volatile. The trading price of common stock could be subject to wide fluctuations in response to, among other things:

- quarterly variations in operating and financial results,

- announcements of new products or services by us or our competitors,

- changes in prices of our products and services or our competitors' products and services,

- changes in our revenue and revenue growth rates, and

Statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to the market in which we do business or relating to us could result in an immediate and adverse effect on the market price of our common stock. In addition, the stock market has from time to time experienced extreme price and volume fluctuations which often have been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of our common stock. In addition, Investors may be unable to resell their shares at or above the initial public offering price. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. A securities class action lawsuit against us could result in substantial costs and a diversion of management's attention and resources.

POSSIBLE ISSUANCE OF ADDITIONAL SHARES WITHOUT STOCKHOLDER APPROVAL COULD DILUTE STOCKHOLDERS

As of the date of this prospectus, we have an aggregate of 17,930,000 shares of common stock outstanding. In addition, we have warrants to purchase an additional 800,000 shares of common stock outstanding. Although there are currently no other material plans, agreements, commitments or undertakings with respect to the issuance of additional shares of common stock or securities convertible into any such shares, if any shares are issued in the future, they would further dilute the percentage ownership of our common stock held by our stockholders.

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respect to transactions in such securities is provided by the exchange or system). Prior to a transaction in a penny stock, a broker-dealer is required to:

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deliver a standardized risk disclosure document prepared by the SEC that provides information about   penny stocks and the nature and level of risks in the penny stock market;

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provide the customer with current bid and offer quotations for the penny stock;

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explain the compensation of the broker-dealer and its salesperson in the transaction;

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provide monthly account statements showing the market value of each penny stock held in the customer's account; and

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make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. We expect our shares to be subject to the penny stock rules and as such investors may find it more difficult to sell their shares.

WE HAVE NO PRIOR EXPERIENCE IN CONDUCTING A PUBLIC OFFERING AND WE COULD RAISE LESS FUNDS THAN A MORE EXPERIENCED MANAGEMENT TEAM MIGHT RAISE

The successful completion of this offering will be directly dependent upon our ability, including our officers and directors, to structure the offering, manage the offering process, and sell our common stock. This offering is the first public offering that we have participated in, and there is a risk that we may be ineffective in managing the sales process. As a consequence, the amount of funds we raise could be less than a more experienced management team or a broker dealer might raise. The less we raise in this offering, the less able we will be to respond to unanticipated increases in expenses or decreases in anticipated revenues, and the greater the risk that we will be required to raise additional capital or to seek alternative means of funding.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION UPON COMPLETION OF THIS PUBLIC OFFERING

The initial public offering price of our common stock is higher than the book value per share of our outstanding common stock. This means that new investors will pay an amount for their shares that is more than our per share book value. Book value equals our assets minus our liabilities. As a result of these factors, you will suffer an immediate and substantial dilution in net tangible book value per share of the common stock from the initial public offering price in the amount of $2.311 per Share, assuming the sale of all the shares offered in this offering. You will experience additional dilution if fewer than all the shares offered herby are sold. (See "Dilution"). In addition, investors in this offering will contribute 71.8% of the Capital of the Company, but will only own 5.3% of the shares outstanding after a successful completion of the offering. (See "Shareholders").

OUR OFFICERS HAVE NO EXPERIENCE IN OPERATING A PUBLIC COMPANY AND THIS COULD IMPAIR OUR ABILITY TO SATISFY PUBLIC COMPANY FILING REQUIREMENTS AND INCREASE OUR SECURITIES COMPLIANCE COSTS

Our officers have no prior experience as officers of a publicly traded company, or in complying with the regulatory requirements applicable to a public company. As a result, our chances of successfully implementing our business plan are reduced. In addition, we could have difficulty satisfying the regulatory requirements applicable to public companies, which could adversely affect the market for our common stock. At present, we rely upon outside experts to advise us on matters relating to financial accounting and public company reporting. While we believe that it will be possible to satisfy our public company reporting requirements through the use of third party experts, our general and administrative costs will remain higher to the extent our officers alone are not able to satisfy our public company reporting requirements.

LEGAL ACTIONS COULD HAVE AN ADVERSE AFFECT ON US

We could face legal action from a franchisor, government agency, employee or customer. Many state and federal laws govern our industry and if we fail to comply with these laws we could be liable for damages or penalties. Further, we may face litigation from customers alleging that we were responsible for some illness or injury they suffered at or after a visit to our restaurants, or that we have problems with food quality or operations. We may also face litigation resulting from employer-employee relations, including age discrimination, sexual harassment, gender discrimination or local, state and federal labor law violations as an example. Expensive litigation may adversely affect both our revenue and profits.

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AN INCREASE IN THE COST OF OUR FOOD PRODUCTS COULD ADVERSELY AFFECT OUR OPERATING RESULTS

If the cost of chicken wings or beef increases, our cost of sales will increase and operating income could be reduced. Our primary food products are fresh chicken wings and ground beef. Any material increase in the cost of fresh chicken wings or ground beef could adversely affect operating results. Our cost of sales could be significantly affected by increases in the cost of fresh chicken wings and ground beef, which can result from a number of factors, including seasonality, increases in the cost of grain, disease and other factors that affect availability, and greater international demand for domestic chicken and beef products. We also depend on our franchisor to negotiate prices and deliver product to us at a reasonable cost.

FAILURE TO GAIN ACCEPTANCE IN FLORIDA COULD HAVE A NEGATIVE IMPACT ON OUR OPERATIONS

The Buffalo Wild Wings concept may not gain acceptance in the Florida market. If we fail to gain acceptance in the Florida market, this could impede our financial performance.

THE BAGGER DAVE'S CONCEPT MAY NOT BE ACCEPTED

The Bagger Dave's concept developed by us may not be accepted. We have not opened a Bagger Dave's restaurant to date and the general public may not accept this concept. This of course would have a severe negative impact on our financial performance.

IF WE ARE UNABLE TO OPEN NEW RESTAURANTS IN A TIMELY MANNER, WE MAY SUFFER NEGATIVE CONSEQUENCES

If we are unable to successfully open new restaurants in a timely manner, our revenue growth rate and profits may be adversely affected. To successfully expand our business we must open restaurants in a timely and profitable manner. In the past we have experienced delays in restaurant openings and we may face similar delays in the future. These delays may trigger financial penalties by the franchisor as provided in Area Development Agreements. These delays may not meet the expectations of stock analyst, which may negatively affect our stock price. Further, future restaurants may not meet operating results similar to those of existing locations. Our ability to expand successfully will depend on the following factors:

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Locating and securing quality locations in new and existing markets;

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Negotiating acceptable leases or purchase agreements;

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Securing acceptable financing for new locations;

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Cost effective designs by us and franchisors;

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Timely planning and build-out of restaurants;

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Obtaining and maintaining required local, state and federal government approvals and permits related to construction of the restaurants and the sale of food and alcoholic beverages;

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Creating brand awareness in new markets;

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General economic conditions;

THE OPENING OF RESTAURANTS CLOSE TO OUR RESTAURANTS MAY REDUCE OUR OPERATING PERFORMANCE

New restaurants added to our existing markets, whether by us, other franchisees or the franchisors may take sales away from our restaurants. We intend to open restaurants in our existing markets and this may impact revenues earned by our existing restaurants. Also, the franchisor or other franchisees could open restaurants in neighboring territories that may affect the sales of our existing restaurants as well. These activities may reduce overall operational performance.

ACTIONS BY THE FRANCHISOR COULD NEGATIVELY AFFECT OUR BUSINESS AND OPERATING RESULTS

We depend on the business decisions made by our franchisor, and these decisions affect the integrity of each individual brand. Business decisions made by each franchisor could adversely impact our operating performance. We are dependent on the individual success of each brand.

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COMPLIANCE WITH SARBANES OXLEY MAY BE COSTLY

The application of new accounting standards and unforeseen regulation may impact our operating performance and profits. As we move forward we will be implementing accounting procedures to comply with the Sarbanes-Oxley Act of 2002. These procedures may require us to incur substantial audit and internal control related expenses in the future.

IF WE FAIL TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES, WE WILL BE UNABLE TO OPERATE EFFECTIVELY

The success of our restaurants depends on our ability to attract, motivate and retain a sufficient number of qualified restaurant employees, including managers, kitchen staff and wait staff. We may not be able to attract and retain qualified personnel to operate and manage our restaurants. Our inability to recruit and retain these individuals may delay the planned openings of new restaurants and increase turnover at existing restaurants. This could impact our expansion strategy and lead to higher labor costs, which would negatively impact our operating results. Further, the loss of any or our key executive officers would likely adversely impact our performance.

CHANGES IN CONSUMER PREFERENCES OR DISCRETIONARY CONSUMER SPENDING COULD NEGATIVELY IMPACT OUR BUSINESS

The success of our business depends, in part, upon the popularity of both Buffalo, New York-style chicken wings and hamburgers. We also depend on trends of consumers eating away from home more often. Shifts away from these current trends could impact our sales negatively. These shifts may include consumer dietary changes as they avoid foods with high cholesterol, fat or carbohydrate content, which are offered on our menus. Negative publicity related to these issues could also impact our financial performance. Smoking bans by state or local governments could adversely affect our performance as well. Economic conditions could affect consumer discretionary spending, which could impact the amount of money they have to spend in our restaurants, again negatively impacting our revenue and profits.

WE ARE SUSCEPTIBLE TO ADVERSE TRENDS AND ECONOMIC CONDITIONS IN MICHIGAN

The majority of our restaurants are and will be located in Michigan, and the Michigan economy is tied to a large degree to the automobile industry. This area is susceptible to strikes, industry lay-offs and possibly auto company bankruptcies, which could negatively affect customer counts and consumer discretionary spending, and which in turn would adversely impact our revenue and profit.

WE COULD BE ADVERSELY IMPACTED BY WEATHER IN FLORIDA

Our locations in Florida are and will be located in the Tampa, Sarasota and Bradenton markets along the Gulf of Mexico. This area is prone to tropical storm and hurricane conditions and the impact from such storms could cause substantial damage to one or more restaurants and this could negatively impact our financial performance. Further, future property insurance deductibles and premiums could negatively impact our profits.

OUR ABILITY TO RAISE CAPITAL IN THE FUTURE MAY BE LIMITED, WHICH COULD ADVERSELY IMPACT OUR BUSINESS

Changes in our operating plans, acceleration of our expansion plans, lower than anticipated sales, increased expenses or other events, including those described in this section, may cause us to seek additional debt or equity financing. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could negatively impact our growth and other plans as well as our financial condition and results of operations. Additional equity financing, if available may be dilutive to the holders of our common stock and may involve significant cash payment obligations and covenants and/or financial ratios that restrict our ability to operate and expand.

OUR CURRENT INSURANCE MAY NOT PROVIDE ADEQUATE LEVELS OF COVERAGE AGAINST CLAIMS

We currently maintain insurance that is customary, required in our franchise agreements and leases. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure against, such as losses due to natural disasters or terrorism. Such damages from loses may cause direct economic impact to us and our restaurants.

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IMPROPER FOOD HANDLING MAY AFFECT OUR BUSINESS ADVERSELY

There are health risks associated with eating improperly handled or prepared food items. Negative publicity resulting from improper handling of food items may adversely affect our sales and impact our revenue and profits negatively. Although we carry insurance for these types of events, the coverage may not be sufficient.  

WE HAVE NO PLANS TO PAY CASH DIVIDENDS

We intend to reinvest our earnings, if any, in the development of our business, and we have no plans to pay any cash dividends on our common stock in the foreseeable future.

WE WERE RECENTLY FORMED AND WE HAVE NO HISTORY OF OPERATIONS

We were recently formed in September of 2006 and since that time we have been primarily involved in the acquisition of AMC Group, LLC and the development of a business plan as a holding company for our subsidiaries.

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Our only source of revenue to date is the collection of management and marketing fees from service agreements with nine (9) Buffalo Wild Wings restaurants located in Michigan and Florida.  

Four Months ended April 30, 2007 compared to Four Months ended April 30, 2006

REVENUE – Net revenue increased $122,157 or 27.63% during the first 4 months of 2007 to $564,349 from $442,192 during the same period of 2006. This improvement is a result of fees collected from the new Warren, Michigan location that did not exist in first half of 2006. Also, the Brandon, Florida Buffalo Wild Wings did not contribute management and advertising fees in 2006, but now is contributing a 3% management fee resulting from an improved economic performance. Same store sales also increased in the early part of 2007, which increased our revenues.

PAYROLL COST – Our payroll cost increased $44,357 or 22.57% to $240,859 from $196,502, primarily because we increased our personnel in operations, marketing, accounting and human resources in order to accommodate our growth objectives. Not all of these positions were filled in early 2006.

OPERATING EXPENSES – Total operating expenses rose $27,607 or 20.05% to $165,276 from $137,669. This increase is due to increased advertising expenses in the first quarter of 2007 that were not reflected in the first quarter of 2006. This increase is the result of a change in the method our ad agency used to bill us in connection with our participation in the Detroit Buffalo Wild Wings Cooperative, in which we participated with two other Buffalo Wild Wings franchisees. Also our office rent increased slightly.

OPERATING PROFITS – Operating profit for the first four months of 2007 rose $50,193 or 46.46% to $158,214 from $108,021. This increase resulted from increased management/marketing fees collected from new locations and increases in revenue generated from the ongoing operations of Buffalo Wild Wings restaurants, which we manage.

OTHER INCOME & EXPENSE – Other income increased 165% or $4,460 to $1,762 from ($2,698). This improvement is largely a reflection of a more favorable rate in the Michigan Single Business Tax and the absence of a short-term interest payment in 2006.

INCOME BEFORE TAXES – Our income before taxes improved by 51.89% or $54,653 to $159,976 from $105,323.

NET INCOME – Our net income improved 8.55% or $9,005 to $114,328 from $105,323.  This modest increase is due to an income taxes payable of $45,648 which were not present in 2006. Our predecessor, AMC Group, LLC was organized as a Limited Liability Company and therefore did not incur a tax liability at the corporate level.

Year ended December 31, 2006 compared to the Year ended December 31, 2005

REVENUE - Net revenue increased $868,410 or 132% in 2006 to $1,524,559 from $656,149 in 2005. This reflects a 2% marketing fee that was not collected in 2005. Our results also benefited from the opening of two new Buffalo Wild Wing locations in Sarasota, Florida and Warren, Michigan, which we manage. Same store sales increased at restaurants we manage and this directly increased our management/marketing fee revenue.

PAYROLL COST - Our payroll expense rose $226,475 or 44% to $743,861 in 2006 from $517,386 in 2005, primarily due to the fact that we added additional personnel in operations, marketing, accounting and human resources in order to accommodate our growth plans.

OPERATING EXPENSES – Total operating expenses rose $517,428 or 387% to $651,050 in 2006 from $133,622 in 2005. The large increase was the direct result of adding the advertising expense responsibilities of the nine (9) Buffalo Wild Wings locations that we manage through our AMC Group, Inc. Components of operating expenses were:

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General and Administrative expenses rose $509,527 or 487% to $613,813 in 2006 from $104,286 in 2005. Advertising expenses accounted for $442,000 of this increase. We also incurred an increase in legal expenses and office supplies

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Occupancy Cost increased $1,099 or 3.87% to $29,493 in 2006 from $28,394 in 2005 on our office   space in   Southfield, Michigan

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Depreciation and Amortization increased $6,802 or 722% to $7,744 in 2006 from $942 in 2005 as we       added additional computers and office furniture to accommodate new personnel

OPERATING PROFITS – The operating profit for the year ended December 31, 2006 rose $124,507 or 2,422% to $129,648 from $5,141 in 2005. This increase resulted from the additional management/marketing fees collected from new locations and increases in revenue generated from ongoing operations of our Buffalo Wild Wings restaurants.

OTHER INCOME & EXPENSE – Other expenses total $8,926 and included a Michigan Single Business Tax charge of $8,098 and a small interest payment of $4,326 for a short-term loan before our Private Placement in 2006.

NET INCOME – Our net income improved by $114,298 or 177% to $120,722 in 2006 from $6,424 in 2005.

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Buffalo Wild Wings Grill & Bar

Buffalo Wild Wings, Inc. (BWLD, NASDAQ) currently has 440 restaurants, which are either directly owned or franchised, and which are located in 38 states. The BWW concept continues to emerge as a national chain in the both the "fast casual" and "casual dining" segments, with a sports theme and bold flavors. Many of these restaurants are considered neighborhood destinations. Menu items are competitively priced for these segments and feature fresh chicken wings and other items, including specialty hamburgers and sandwiches, Buffalito soft tacos, finger foods and salads. The menu is greatly enhanced by the bold flavor profile of BWW's signature sauces, which range in flavor from mild to blazin'. The typical BWW restaurant derives approximately 75% of its revenues from food and 25% of its revenue from alcohol sales, primarily draft beer. The inviting and energetic environment of the restaurants is complemented by the furnishings that can easily be rearranged to accommodate parties of various sizes to enjoy the big game. Guests have the option of watching various sporting events on projections screens or up to 40 additional televisions, playing Buzztime Trivia (formally ntn Trivia) or playing video games. Typically, each BWW restaurant has 50 television screens that range in size from 27 inches to 108 inches. Those televisions are generally tuned to various sporting events, especially sporting events of primary interest in the local community. The open floor plan of the BWW restaurants dining and bar areas create a distinctive dining experiences for sports fans and families alike.

We have established the restaurants we manage in the Detroit, Michigan and Tampa, Florida through coordinated local store marketing efforts and operational soundness that focuses on the guest experience. We constantly strive to improve our operational efficiency with comprehensive training to improve the service to our guests, in order to increase location sales and the corresponding service fee revenue. Our locations have also benefited from increased brand awareness of Buffalo Wild Wings, which is supported by national advertising on ESPN and CBS during key sports seasons, such as football and the March basketball tournaments.

Bagger Dave's Legendary Burgers & Fries

Bagger Dave's Legendary Burgers and Fries is our  first initiative to diversify our operations by developing our own brand. The brand is currently being developed with a planned roll-out in late 2007. The concept will not be a traditional "burger joint." The plan is to develop a warm eclectic atmosphere where customers feel at home. The foundation of the concept is to emphasize service, simplicity and memorable food.

The guiding principal of the Bagger Dave's brand will be genuine simplicity. The burgers will be made from 100% fresh ground beef with no fillers or preservatives. The burgers will come in the "Double Bagger" (two patties) or "Single Bagger" (one patty) versions on fresh-baked buns. The customer will be able to top their burger with artesian cheeses and/or bacon, egg, avocado and a variety of complimentary toppings – sautéed mushrooms, fried onions, barbecue sauce, steak sauce and other standard condiments.

Beyond burgers, Bagger Dave's will offer kosher hot dogs, a veggie sandwich, a grilled cheese sandwich, a peanut butter & jelly sandwich, a BLT sandwich, salads, soups and signature fries. The french fries will be blanch fried in peanut oil (cholesterol free) and offered plain, following the authentic European process. The fries will be cut fresh in-store from either Idaho potatoes or North Carolina Sweet Potatoes. The customer will be able to choose either sweet potato fries or traditional potato fries with Cajun spices, ranch seasoning or a honey/cinnamon/sea salt mix (especially good on the sweet potato fries). We also plan to develop signature dipping sauces.

To reinforce the Bagger Dave's name and branding our burgers, sandwiches and peanuts will be served in natural (brown) bags with our logo stamped prominently thereon.

Emphasizing simplicity, Bagger Dave's will only offer one 24 oz. beverage size. The customer will be able to choose from a variety of Coca Cola® fountain beverages. Bagger Dave's will also offer bottled juices and water. While customers wait they will be able to help themselves to complimentary in-shell peanuts in small bags.

Bagger Dave's will also offer hand dipped ice cream, milkshakes, cookies and brownies, and these products will come in one size with very few options.

Bagger Dave's will not offer drive-thru service. Instead, it will follow the fast casual service model, because of the fresh made to order product offering. We will attempt to establish the concept in the Detroit Metropolitan market and then expand it throughout the Midwest, and possibly franchise the concept nationally.

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History

We were founded by Thomas "Michael" Ansley in late 2004 as an operating center for seven (7) Buffalo Wild Wings locations that Mr. Ansley owned and operated as a franchisee. In 2005 we opened two additional BWW units that we currently manage. Mr. Ansley has been a BWW franchisee for the past 12 years, and during that time. Mr. Ansley's has received numerous awards from BWW, including:

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2000 Operator of the Year

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2003 Highest Weekly Restaurant Sales (Novi, MI)

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2003 Highest Annual Restaurant Sales (Novi, MI)

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2004 Jimmy Disbrow Founder's Award

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2004 Scott Lowery Franchise Development Award

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2004 Highest Annual Restaurant Sales (Novi, MI)

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2005 Highest Annual Restaurant Sales (Novi, MI)

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2006 Highest Annual Restaurant Sales (Novi, MI)

In addition, our Novi, Michigan restaurant is among the top three (3) in revenues of all 440 BWW restaurants in the United States.

Our Chief Operating Officer, Jason Curtis joined Mr. Ansley in early 2000 and has been in charge of restaurant operations since late 2002. Mr. Ansley and Mr. Curtis work closely with Buffalo Wild Wings, Inc. on restaurant design, operational initiatives, training and vendor relationships. Our philosophy is that a good guest experience is fundamental to the longevity of the business.

Business Strategy

We conduct extensive analysis to determine the location of each new restaurant. Proximity to businesses (office buildings, movie theaters, manufacturing plants, hospitals, etc) and leveraging high-volume venues are a key success criteria for our business.

We prefer a strong end-cap position in a well-anchored shopping center or life style entertainment center. Movie theaters are also a major traffic driver for the Buffalo Wild Wings Grill & Bar concept. Two of our locations are directly beside or in front of movie theaters, including the Novi, Michigan location. However, we do not rule out freestanding locations if the opportunity meets certain economic criteria. We operate two stand-alone locations.  

Moving forward with our second concept, Bagger Dave's Legendary Burgers & Fries, we will focus on areas with a high volume of lunch traffic.

Once a location is opened we will imbed our core values: cleanliness, service and organization. Enormous efforts are made to ensure that all stores exemplify these ideals, making it a part of our corporate culture. Successful implementation starts with the employee – a key component of this strategy. Consequently, we pride ourselves with well organized training and very competitive incentive programs, many of which are un-heard-of in the restaurant industry.  

Aside from very competitive base salaries and benefits, management enjoys a strong performance-based bonus program. We also provide health insurance, tuition reimbursement and company sponsored recreation trips.  

We emphasize growth organically as much as possible, giving our employees the opportunity to develop. However, when necessary, we will hire from the outside, but we will only hire candidates with limited management experience (to avoid bad habits) that have participated in a team environment in the past. This philosophy helps build a strong loyal management team with better employee retention than our competitors.

We firmly believe that a happy employee translates to a happy guest. A happy guest is the solution to repeat sales and word-of-mouth marketing - two key factors that are fundamental to same store sales performance, which we focus on as a management tool.

Current Buffalo Wild Wings Restaurants Under Management and Subject To Option For Purchase

Sterling Heights, Michigan – This restaurant opened in December, 1999 and has consistently ranked in the top 25 in sales for the entire Buffalo Wild Wings system. The restaurant is located in Macomb County, north of Detroit and the

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population for the five mile radius of the restaurant is approximately 275,000. This restaurant is located directly in front of an AMC 30 cinema in a shopping center anchored by Wal-Mart and Farmer Jack along the M-59 corridor. In July, 2005, this location was fully remodeled.

Fenton, Michigan – This restaurant opened in April, 2001 and is located 15 minutes south of Flint, Michigan in Genesee County. This restaurant is located off of U.S. Highway 23, just 45 minutes from Metropolitan Detroit. Fenton is a growing community and the population within five miles of this restaurant is approximately 45,000. In July, 2006 this location was fully remodeled.

Novi, Michigan – This restaurant opened in June, 2002 and has ranked number one in sales within the Buffalo Wild Wings system in 2003, 2004, 2005 and 2006. The restaurant is located in an outdoor lifestyle entertainment center facing 1-96, beside a 20 screen cinema complex. Novi is a growing young affluent suburb located northwest of Detroit in Oakland County. The population for the five mile radius around the restaurant is approximately 220,000. This location is currently being upgraded to Buffalo Wild Wing's new Generation 4.1 format.

Clinton Township, Michigan – This restaurant is a stand alone restaurant located directly across the street from a Meijer Super Center in the heart of Macomb County, just north of Detroit. The population for the five mile radius around this restaurant is approximately 330,000. Clinton Township opened in December, 2003 with a solid performance to date.

Brandon, Florida – This restaurant is a stand alone location that opened in June, 2004. The restaurant is at the end of the Cross-town Expressway in Brandon, Florida just east of Tampa. The population for the five mile radius around this restaurant is approximately 160,000 and growing. Florida is a new market for Buffalo Wild Wings.

Ferndale, Michigan – This restaurant is located on Nine Mile Road, just north of Detroit in rejuvenated downtown Ferndale. Ferndale is located near the I-75 and I-696 interchange in the heart of Metropolitan Detroit. The population for the five mile radius around this restaurant is approximately 450,000. The location consistently ranks in the top ten for Buffalo Wild Wings system wide sales.

Riverview, Florida – This restaurant opened in September, 2005 and is located in a growing area southeast of Tampa, Florida. The location is about a mile from a new community, with about 6,700 new homes. In addition, two new developments have been announced, which may add up to 6,400 more homes to the community over the next couple of years.

Sarasota, Florida – This restaurant is located on Clark Road in Sarasota, which is the main artery out to Siesta Key. The location is the anchor end cap position in a small shopping center that features Moe's, Atlanta Bread and other restaurants. This location opened in March of 2006.

Warren, Michigan – This restaurant opened in July, 2007 and is located directly across the street from the General Motors Technology Center which employs over 22,000 people. Warren is a northern suburb of Detroit. The population for the five mile radius around this restaurant is approximately 350,000. Since opening last summer this location has ranked in the top ten in sales of all restaurants in the Buffalo Wild Wings system.

Growth Strategy

We currently operate six (6) Buffalo Wild Wings Grill & Bar restaurants in the northern suburbs of Detroit, Michigan (Oakland, Macomb and Genesee counties) and three (3) in the Tampa/Sarasota, Florida region. We have a development agreement with Buffalo Wild Wings to develop 16 additional Buffalo Wild Wing restaurants and we plan to open 25 Bagger Dave's restaurants for a total of 38 new restaurants in Michigan and Florida by August of 2014. Each restaurant we develop in the future will be owned and operated by us; however, there is no assurance we will achieve the development goals discussed above.

Restaurant's under Development .

In addition to the restaurants that are currently in operation, we are building two (2) Buffalo Wild Wings restaurants in Florida and plan to begin construction this fall on two (2) additional Buffalo Wild Wings restaurants in Michigan. Each of the restaurants under development as discussed below will be owned and operated by us. The following describes the status of each restaurant we are currently developing.

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1.

North Port , Florida – This 6,400 sq/ft Buffalo Wild Wings restaurant is an end cap position currently under construction in a shopping center anchored by a Super Wal-Mart and Home Depot, located on Tamiami Trail (U.S. Route 41) and Sumter Road. North Port is one of the fastest growing communities in Florida, located just north of Port Charlotte, Florida. This restaurant is projected to open on Sunday, July 22, 2007.

2.

Riverview , Florida – This 6,400 sq/ft. Buffalo Wild Wings restaurant is also an end cap position under construction in a shopping center anchored by a Sweet Bay (grocery store) and Office Max, located on Big Bend Rd. at U.S. 301 just off of I-75. Other tenants include Five Guy’s Famous Burgers and Fries, Panera Bread, Great Clips, Fifth Third Bank, Panda Express and many more. Riverview is a growing southeastern suburb of Tampa, Florida. This restaurant is projected to open on Sunday, August 12, 2007.

3.

Grand Blanc , Michigan – Construction will begin on this 6,000 sq/ft Buffalo Wild Wings restaurant in mid October, 2007. The restaurant will be located in an out building directly in front of a new 14 screen movie theater with an IMAX theater (NCG Trillium Cinema). A Target, a JC Penny store and many other specialty shops are proposed for this shopping center. The restaurant will be located about a mile off of I-75 just south of Flint, Michigan near Genesys Hospital (employs 3,000). This restaurant is projected to open in mid December, 2007.

4.

Petoskey , Michigan – Construction is expected to begin on this 6,200 sq/ft Buffalo Wild Wings restaurant late November, 2007. The location will be an end cap located in a Lowes anchored shopping center, near an adjacent Wal-Mart, Home Depot, Cinema and new $160 million Victory Casino. We expect this restaurant to open in February, 2008.

AMC Burgers, Inc. the proprietor of Bagger Dave’s Legendary Burger’s & Fries and a subsidiary of DRH, Inc. also plans to open its first restaurant in late 2007.

5.

Berkley , Michigan – The first Bagger Dave’s location (3,360 sq/ft) will be located on Coolidge Highway near Twelve Mile Rd. in a stand alone location. The population in this area is one of the densest in Metro Detroit, with approximately 16,000 residents within one mile and 400,000 residents within five miles. Also, just north of this location is William Beaumont Hospital, which employs close to 12,000 employees. We expect this restaurant to open in early November, 2007.

Our officers and directors are elected annually for a term of one year or until their successor is elected. Generally, we ask our directors to commit to serving three one year terms. Directors receive no cash compensation for their services to us as directors, but are reimbursed for expenses actually incurred in connection with attending meetings of the Board of Directors.

T. Michael Ansley is the President, CEO and Chairman of the Board of Directors of the Company, and he has held these positions since our inception. Mr. Ansley serves in similar positions for our wholly owned subsidiaries AMC Group, Inc. AMC Wings, Inc. and AMC Burgers, Inc. From 1998 to the present, Mr. Ansley has been the President and Manager of AMC Group, LLC, and a predecessor to the Company. AMC Group, LLC operated and developed nine Buffalo Wild

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Wing Restaurants located in Michigan and Florida. In 1993 Mr. Ansley received a Bachelor of Science degree in business administration from the University of Dayton, located in Dayton, Ohio.

Jason T. Curtis is the Chief Operations Officer (COO) and has held this position since 2002. During his time with us, Mr. Curtis has received numerous accolades from Buffalo Wild Wings, Inc. Mr. Curtis has been certified by the National Restaurant Association as a Foodservice Management Professional (FMP). Mr. Curtis attended Ferris State University in Big Rapids, Michigan for one semester before an injury ended his football career. Mr. Curtis is now enrolled in an executive program at Northwood University in Midland, Michigan where he is seeking a degree in business administration.

Jay Alan Dusenberry is our Treasurer and a member of the Board of Directors, and he has held those positions since our inception. From 1997 to the present, Mr. Dusenberry has been employed as the Vice President of Operations for Cold Heading Company, an automotive supplier located in Warren, Michigan. In 1993, Mr. Dusenberry received a Bachelor of Science degree in finance from University of Dayton, located in Dayton, Ohio. In 2004, Mr. Dusenberry received an MBA degree from the University of Detroit Mercy, located in Detroit, Michigan.

David G. Burke is the Secretary of the Company and a Member of the Board of Directors. He has held these positions since our inception. Since 2002, Mr. Burke has been employed by Federal-Mogal Corporation, a leading global supplier to original equipment vehicle manufacturers and a distributor to the worldwide vehicle aftermarket, which is based in Southfield, Michigan. Mr. Burke 's current position with the Company is Director of Global OE Marketing and Product Strategy, but through his employment, he has held roles of increasing responsibility in finance. In 1993 Mr. Burke earned a Bachelor of Science degree in mechanical engineering from the University of Dayton, located in Dayton, Ohio. In 2002 Mr. Burke received a Master of Business in Business Administration, with a concentration in Finance from the University of Michigan, Ross School of Business, located in Ann Arbor, Michigan.

David Ligotti is a member of the Board of Directors and he has held that position since our inception. From 1996 to the present, Mr. Ligotti has owned and operated Oakwood Business Services, LLC, an accounting, tax and consulting firm located in Ann Arbor, Michigan. Mr. Ligotti received a Bachelor of Arts degree in political science in 1979 from Kalamazoo College, located in Kalamazoo, Michigan. In 1981 Mr. Ligotti received a Masters of Business Administration degree with a major in accounting from the University of Michigan, located in Ann Arbor, Michigan. In 1984 Mr. Ligotti received a Master of Science in Taxation degree from Walsh College, located in Troy, Michigan.

Gregory J. Stevens is a member of the Board of Directors and he has held that position since our inception. From 1992 to the present, Mr. Stevens has been a Strategic Engineer and partner of Cold Heading Company, an automotive supplier of fasteners located in Warren, Michigan. Mr. Stevens is currently a member of Desert Rock Enterprises, LLC, and an investment company located in Las Vegas, Nevada. Mr. Stevens received a Bachelor of Science degree in engineering in 1993 from the University of Dayton, located in Dayton, Ohio. Mr. Stevens attended Oakland University, located in Rochester, Michigan from 1995 to 1996, where he was enrolled in the Master of Business Administration program.

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LIMITED STATE REGISTRATION

We will qualify or register the sales of the shares in Michigan and Florida. We will not accept subscriptions from residents of states in which we do not intend to qualify or register.

TERMS OF SALE OF THE SHARES

We are offering the shares through our officers and directors. No sales commissions will be paid to any of our officers or directors. Prospective investors must purchase the shares in increments of 100 shares. We have the right to accept or reject any subscription for shares offered hereby, in whole or in part, for any reason or for no reason. The offering will remain open until September 30, 2007, unless we decide to cease selling efforts at any time prior to such date. In addition, we may, in our discretion, extend the offering until March 31, 2008. We will reimburse our officers and directors for expenses incurred in connection with the offer and sale of the shares. Our officers and directors are relying on Rule 3a4-1 of the Exchange Act as a "safe harbor" from registration as a broker-dealer in connection with the offer and sales of the shares. In order to rely on such "safe harbor" provisions provided by Rule 3a4-1, an officer or director must (1) not be subject to a statutory disqualification; (2) not be compensated in connection with such selling participation by payment of commissions or other remuneration based either directly or indirectly on such transactions; (3) not be an associated person of a broker-dealer; and (4) (i) restrict participation to transactions involving offers and sale of the shares, and (ii) perform substantial duties for the issuer after the close of the offering not connected with transactions in securities, and not have been associated with a broker or dealer for the preceding 12 months, and not participate in selling an offering of securities for any issuer more than once every 12 months, and (iii) restrict participation to written communications or responses to inquiries of potential purchasers. Our officers and directors intend to comply with the guidelines enumerated in Rule 3a4-1.

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PREFERRED STOCK

Our Board of Directors is authorized under our Articles of Incorporation to provide for the issuance of shares of preferred stock, by resolution or resolutions for the issuance of such stock, and, by filing a certificate of designations under Nevada law, to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholders. Any shares of preferred stock so issued are likely to have priority over our common stock with respect to dividend or liquidation rights. The authority of the Board of Directors with respect to the preferred stock shall include, but not be limited to, setting or changing the following:

1.

the annual dividend rate, if any, on shares of preferred stock, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative;

2.

whether the shares of preferred stock shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption;

3.

the obligation, if any, of the Company to redeem shares of preferred stock pursuant to a sinking fund;

4.

whether shares of preferred stock shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

5.

whether the shares of Preferred Stock shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights;

6.

the rights of the shares of Preferred Stock in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company; and

7.

any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to the preferred stock.

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized preferred stock, unless otherwise required by law.

Shares Eligible for Future Sale . Upon completion of this offering, we will have 18,930,000 Shares of common stock outstanding if the maximum number of shares offered hereby are sold. Of these shares, the shares sold in this offering will be freely tradeable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliate" (in general, a person who has a control relationship with us), which will be subject to the limitations of Rule 144 adopted under the Securities Act. All of the remaining shares are deemed to be "restricted securities", as that term is defined under Rule 144 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, subject to the satisfaction of certain other conditions, commencing 90 days after the date of this prospectus, a person, including our affiliate (or persons whose shares are aggregated), who has owned restricted shares of common stock beneficially for at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class or the average weekly trading volume of our common stock on all exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC. Sales under Rule 144 are also subject to certain other conditions, including sale provisions, notice requirements and the availability of current public information. A person who has not been our affiliate for at least the three months immediately preceding the sale and who has beneficially owned shares of common

26

stock for at least one year, is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.

No predictions can be made as to the effect, if any, that sales of shares under Rule 144 or otherwise or the availability of shares for sale will have on the market, if any, prevailing from time to time. Sales of substantial amounts of the common stock pursuant to Rule 144 or otherwise may adversely affect the market price of the common stock offered hereby.

STOCK OPTION GRANTS

In July, 2007 each of our directors were granted options to purchase up to 30,000 shares of our common stock. Under the terms of the Stock Option Agreement, they receive the option to purchase 10,000 shares in each of the first three years of their terms as directors. If they resign their position during that period, their options will not vest. Once vested, the directors will be entitled to purchase our common stock under the options for $2.50 per share. The options will expire six (6) years from the date of grant. None of the options currently outstanding are exercisable within sixty (60) days of the date of this registration statement.

REGISTRATION RIGHTS

We have granted registration rights to eleven (11) of our shareholders who hold 800,000 shares of our common stock. These are "piggyback registration rights", and under the terms of our agreement with these shareholders, in the event we undertake an initial public offering of our shares of common stock, they have the right to have their shares registered at the same time as that offering. This right expires on November 29, 2009.

NO PUBLIC MARKET FOR COMMON STOCK

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. In order to have our shares quoted on the bulletin board, it will be necessary for us to obtain market makers for our stock, and we do not currently have any arrangement with any market makers.

STOCKHOLDERS OF OUR COMMON SHARES

As of the date of this registration statement, we have 19 holders of our outstanding shares of common stock.

WARRANTS

We have issued warrants to certain of our shareholders that allow them to purchase up to 800,000 shares of our common stock. The warrants vest at a rate of 2.77% per month over a period of 36 months commencing on the date of the warrant agreement. The exercise price for the warrant is $1.00 per share of common stock purchased on the exercise of the warrant.

CERTAIN PROVISIONS IN THE BY LAWS

Our articles of incorporation allow us to indemnify our officers and directors to the maximum extent allowed under Nevada law. This includes indemnification for liability which could arise under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or controlling persons under these provisions we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

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upon the payment of the fees prescribed by the SEC.

Please call the SEC at 1-800-SEC-0330 for further information about its public reference room. The SEC maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC. The address of the website is http://www.sec.gov. Our registration statement and the exhibits and schedules we filed electronically with the SEC are available on this site.

As of the date of this prospectus, we will be subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and we will file reports and other information with the SEC. Such reports and other information can be inspected and/or obtained at the locations and website set forth above.

FORWARD LOOKING STATEMENTS

This prospectus includes "forward-looking statements". These statements involve known and unknown risks, uncertainties and other factors which could cause actual results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon our best estimates of future results, performance or achievement, based upon current conditions, and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "continue," or similar terms, variations of those terms or the negative of those terms. Potential risks and uncertainties include among other things, such factors as:

- the success of our new Restaurant concept and the acceptance of those restaurants in the marketplace;

- the competitive environment within the restaurant industry;

- unforeseen operational difficulties and financial losses,

- the other factors and information disclosed and discussed under "Risk Factors" and in other sections of this            prospectus.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of the forward-looking statements after the date of this prospectus.

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DIVERSIFIED RESTAURANT

HOLDINGS, INC.

AND SUBSIDIARIES

Southfield, Michigan

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Four-Month Periods Ended

April 30,  and

29

DIVERSIFIED RESTAURANT HOLDINGS, INC.

AND SUBSIDIARIES

TABLE OF CONTENTS

Page

Consolidated Financial Statements for the Four-Month Periods Ended

April 30, 2007 and 2006 (Unaudited)

Consolidated Balance Sheets

31

Consolidated Statements of Income

32

Consolidated Statements of Cash Flows

33

Consolidated Statement of Stockholders’ Equity

34

Notes to Consolidated Financial Statements

35 - 39

* * * * *

30

31

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

32

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

33

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

34

DIVERSIFIED RESTAURANT HOLDINGS, INC.

AND SUBSIDIARIES