Authentic Holdings, Inc. - Quarter Report: 2008 June (Form 10-Q)
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 June 30, 2008
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: 000-52047
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PREMIERE
PUBLISHING GROUP, INC.
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|
|
(Exact
name of small business issuer in its charter)
|
|
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Nevada
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11-3746201
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(State
or other jurisdiction of incorporation
or
organization)
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(I.R.S.
Employer Identification No.)
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217
Broadway, Suite 412, New York, NY 10007
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|
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(Address
of principal executive offices)
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|
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(212)
481-1005
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(Issuer's
telephone number)
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_____________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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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
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Large
accelerated filer
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o |
Accelerated
filer
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o |
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Non-accelerated
filer (Do not check if a smaller reporting company)
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o |
Smaller
reporting company
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x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
54,246,846
shares outstanding as of June 30, 2008.
PREMIERE
PUBLISHING GROUP, INC.
2
PREMIERE
PUBLISHING GROUP, INC. and Subsidiaries
Consolidated
Balance Sheets at June 30, 2008
(Unaudited)
and at
December 31, 2007 (Audited)
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June
30,
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December
31
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|||||||
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2008
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2007
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|||||||
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(Unaudited)
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(Audited)
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|||||||
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ASSETS
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||||||||
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Current
Assets:
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||||||||
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Cash and cash equivalents
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$ | (2,834 | ) | $ | (2,834 | ) | ||
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Prepaid expenses and other current assets
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- | 40,000 | ||||||
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Debt issue costs (net of amortization of $35,490 and
$23,600)
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34,310 | 46,140 | ||||||
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Total
Current Assets
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31,476 | 83,306 | ||||||
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Property
& Equipment (net of accumulated depreciation of $59,868 and
$55,068)
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44,033 | 48,833 | ||||||
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Total
Assets
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$ | 75,509 | $ | 132,139 | ||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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||||||||
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Current
Liabilities:
|
||||||||
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Accounts payable
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$ | 1,011,011 | $ | 889,667 | ||||
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Accrued expenses
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- | 6,290 | ||||||
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Acrued officers compensation
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280,000 | 180,000 | ||||||
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Secured note and accrued interest payable
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698,723 | 669,755 | ||||||
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Unsecured notes and accrued interest payable
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72,790 | 69,446 | ||||||
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Convertible notes and accrued interest payable (net of discount of
$102,749 and $138,422)
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739,293 | 679,289 | ||||||
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Total
Current Liabilities
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2,801,817 | 2,494,447 | ||||||
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Commitments
and Contingencies
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- | - | ||||||
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Stockholder's
(Deficit)
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||||||||
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Common Stock - $0.001 par value, 75,000,000 shares
authorized,
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||||||||
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54,246,846 shares issued and outstanding
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$ | 54,247 | $ | 54,247 | ||||
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Additional Paid-In Capital
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4,951,161 | 4,945,161 | ||||||
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Accumulated (Deficit)
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(7,731,716 | ) | (7,361,716 | ) | ||||
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Total
Stockholders' (Deficit)
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(2,726,308 | ) | (2,362,308 | ) | ||||
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Total
Liabilities and Shareholder's Deficit
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$ | 75,509 | $ | 132,139 | ||||
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements
PREMIERE
PUBLISHING GROUP, INC. and Subsidiaries
Condensed
Consolidated Statements of Operations and Discounted
Operations
(Unaudited)
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Three
Months Ended
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Six
Months Ended
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|||||||||||||||
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June
30,
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June
30,
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June
30,
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June
30,
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|||||||||||||
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2008
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2007
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2008
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2007 | |||||||||||||
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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|||||||||||||
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Revenues
from Discontinued Operations
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||||||||||||||||
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Advertising, circulation, events and other
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$ | - | $ | 90,671 | $ | - | $ | 862,228 | ||||||||
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Operating
Expenses
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||||||||||||||||
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Production, distribution and editorial
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- | 14,897 | - | 346,304 | ||||||||||||
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Selling, general and administrative
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155,919 | 997,122 | 265,854 | 1,593,897 | ||||||||||||
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Consulting services
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- | 483,103 | - | 645,772 | ||||||||||||
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Total
Operating Expenses
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155,919 | 1,495,122 | 265,854 | 2,585,973 | ||||||||||||
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Loss
From Discounted Operations
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(1,404,451 | ) | (1,723,745 | ) | ||||||||||||
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Loss
From Operations
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(155,919 | ) | (265,854 | ) | ||||||||||||
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Other
Income (Expense)
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||||||||||||||||
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Interest expense and financing costs
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(52,073 | ) | (13,450 | ) | (104,146 | ) | (51,975 | ) | ||||||||
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Change in value of warrant and derivative liabilities
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- | 648,012 | - | 477,065 | ||||||||||||
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Total
Other Income (Expense)
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(52,073 | ) | 634,562 | (104,146 | ) | 425,090 | ||||||||||
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Income
(Loss) Before Provision for Income Taxes
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- | (769,889 | ) | - | (1,298,655 | ) | ||||||||||
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Provision
for Income Taxes
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(207,992 | ) | - | (370,000 | ) | - | ||||||||||
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Net
(Loss) From Discontinued Operations
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$ | (769,889 | ) | $ | (1,298,655 | ) | ||||||||||
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Net
(Loss) From Operations
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$ | (207,992 | ) | $ | (370,000 | ) | ||||||||||
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Net
(Loss) Per Common Share
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$ | (0.004 | ) | $ | (0.030 | ) | $ | (0.007 | ) | $ | (0.051 | ) | ||||
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Weighted
Average Common Shares Outstanding
|
54,246,846 | 25,951,626 | 54,246,846 | 25,664,205 | ||||||||||||
The
accompanying notes are an integral part of these unaudited consolidated
financial statements
PREMIERE
PUBLISHING GROUP, INC. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
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Six
Months Ended
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||||||||
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June
30,
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June
30,
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|||||||
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2008
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2007 | |||||||
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(Unaudited)
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(Unaudited)
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|||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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||||||||
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Net
income (loss)
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$ | (370,000 | ) | $ | (1,298,655 | ) | ||
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Adjustment
to reconcile net income (loss) to net cash used
in operating activities:
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||||||||
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Depreciation and amortization expense
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4,800 | 23,457 | ||||||
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Common stock issued for services
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- | 288,038 | ||||||
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Amortization of debt issue costs
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11,830 | 47,501 | ||||||
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Change in value of warrant and derivative liabilities
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- | (477,065 | ) | |||||
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Barter revenue
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- | (114,077 | ) | |||||
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Barter expenses
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- | 345,756 | ||||||
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Changes
in assets and liabilities:
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||||||||
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Accounts receivable
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- | 105,816 | ||||||
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Prepaid expenses and other assets
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40,000 | 32,526 | ||||||
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Accounts payable
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121,344 | 428,070 | ||||||
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Accrued expenses
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6,290 | 463,151 | ||||||
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Accrued interest
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85,736 | 26,722 | ||||||
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Accrued officer's compensation
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100,000 | - | ||||||
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Due to related party
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3,800 | |||||||
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Net
cash used in operating activities
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- | (124,960 | ) | |||||
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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||||||||
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Purchase
of property and equipment
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- | - | ||||||
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Net
cash used in investing activities
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- | - | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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||||||||
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Proceeds
from issuance of convertible debentures
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- | 20,000 | ||||||
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Payment
of debt issue costs
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- | (2,600 | ) | |||||
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Proceeds
from line of credit, net
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- | (100,000 | ) | |||||
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Advances
from related party, net
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- | - | ||||||
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Net
cash provided by financing activities
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- | (82,600 | ) | |||||
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NET
INCREASE (DECREASE) IN CASH AND
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||||||||
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CASH
EQUIVALENTS
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- | (207,560 | ) | |||||
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CASH
AND CASH EQUIVALENTS, Beginning of period
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(2,834 | ) | 211,553 | |||||
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CASH
AND CASH EQUIVALENTS, End of period
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$ | (2,834 | ) | $ | 3,993 | |||
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
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||||||||
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Interest
paid
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$ | - | $ | - | ||||
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Income
taxes paid
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$ | - | $ | - | ||||
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Six
Months Ended June 30,
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||||||||
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2008
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2007
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|||||||
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Supplemental
disclosure of cash flow information
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||||||||
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Cash
paid for:
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||||||||
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Interest
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$ | - | $ | - | ||||
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Income
Taxes
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$ | - | $ | - | ||||
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Supplemental
disclosure of non-cash investing and financing activities:
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||||||||
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Rent
contributed to capital
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$ | 6,000 | $ | - | ||||
The
accompanying notes are an integral part of these unaudited consolidated
financial statements
Notes to the Condensed Consolidated Financial
Statements
For the
Six Months Ended June 30, 2008
(Unaudited)
Note 1 -
Unaudited Financial Information
Premiere
Publishing Group, Inc. (“Premiere”) was incorporated in Nevada on March 25,
2005. Premiere and its wholly owned subsidiary Poker Life LLC, (“Poker
Life”) a New York limited liability company (collectively, the “Company”) have
limited operations.
Going
Concern
The
accompanying financial statements have been prepared in accordance with U.S.
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. The Company incurred a net loss of $1,748,833 and
$1,805,079 for the years ended December 31, 2007 and 2006, respectively and as
of June 30, 2008 the Company has an accumulated deficit of $7,731,716 and a
working capital deficit of $2,764,957. Consequently, the aforementioned
items raise substantial doubt about the Company’s ability to continue as a going
concern.
The
Company’s ability to continue as a going concern is dependent upon its ability
to repay its substantial indebtedness, acquire an operating business and raise
capital through equity and debt financing or other means on desirable terms. If
the Company is unable to obtain additional funds when they are required or if
the funds cannot be obtained on favorable terms, management may be required to,
liquidate available assets, restructure the company or cease operations. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
Discontinued
Operations
The
Company discontinued all publishing activities, its sole business activity,
during 2007. The net loss for the three month and six month periods ending
June 30, 2007 resulted in a total net loss from discontinued operations of
$769,889, $1,298,655, respectively compared to a net loss from continuing
operations for the three month and six month periods ending June 30, 2008 of
$207,992 and $370,000, respectively.
Plan of
Operations
We have
ceased all publishing operations, and our operations consist solely of
attempting to preserve our status as a public company, seek to compromise our
debt and identify a business combination with an operating company. We
will use our limited resources to pay for our minimal operations and legal,
accounting and professional services required to prepare and file our reports
with the SEC. Our remaining resources, however, will be sufficient to sustain us
as an inactive company for only the short-term. If we are
unable
to locate
additional financing within the short-term, we will be forced to suspend all
public reporting with the SEC and possibly liquidate.
Our
indebtedness is substantial which must be settled prior to undertaking an
acquisition of an operating company. As of the date of this report, we
have not settled any of our obligations and may unable to do so. Failure
to settle these obligations may also require us to suspend current filing with
the SEC and force us to liquidate.
Our
primary objective is to identify a suitable operating company with a view to
achieving long-term growth. As of the date of this report, we have not
identified a particular industry and have determined not to restrict our search
for a target company to any specific business, industry or geographical
location. As of the date of this report, we have not engaged in any
specific discussions with any potential company regarding a transaction.
In addition, although we have not developed any definitive criteria for
evaluating a successful target.
Note 5 –
Capital Stock
Common
Stock
As of
July 31, 2008 the Company has 54,246,846 shares of its $0.001 par value common
stock issued and outstanding.
Warrants
A summary
of the status of warrants and options granted at June 30, 2008 and June 30, 2007
and changes during the periods then ended is presented below:
|
For
the Three Months
|
For
the Twelve Months
|
|||||||||||||||
|
Ended
June 30, 2008
|
Ended
June 30, 2008
|
|||||||||||||||
|
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Price
|
|||||||||||||
|
Outstanding
at beginning of period
|
- | - | - | - | ||||||||||||
|
Granted
|
1,989,990 | $ | .58 | 1,989,990 | $ | .58 | ||||||||||
|
Exercised
|
- | - | - | - | ||||||||||||
|
Forfeited
|
- | - | - | - | ||||||||||||
|
Expired
|
- | - | - | - | ||||||||||||
|
Outstanding
at end of period
|
1,989,990 | $ | .58 | 1,989,990 | $ | .58 | ||||||||||
|
Weighted
average fair value of warrants granted during the period
|
1,989,990 | $ | 0.18 | 1,989,990 | $ | .58 | ||||||||||
The fair
value of the warrants is measured at each reporting period with changes in fair
value recognized in net income. The warrants were determined to have
no value at June 30, 2008. Fair
value was
determined through the use of the Black-Scholes valuation model and the market
price and volatility of the Company’s shares of common stock as quoted on the
OTCBB as of each measurement date. The accompanying financial statements include
$170,947 as other expense for the six months ended June 30, 2007 as the change
in value of these warrants.
Registration
Rights
The
Company has granted piggy-back registration rights to the holders of the Divine
Notes in respect of the shares of common stock in which the Divine Notes may be
converted, which rights expire in November 2011. The cost to the
Company of registering such shares shall not exceed $55,000. The
Company is also obligated to register upon demand 28,000,000 shares of common
stock at the sole expense of the Company.
Note 6 –
Accounts and Notes Payable
Accounts
Payable
The
Company’s consolidated accounts payable at June 30, 2008 is
$1,011,011.
Secured
Note Payable
The
Company (Premiere, Poker Life and Sobe, jointly and severally) entered into a
settlement agreement with R.R. Donnelly & Sons Company (“Donnelly”) on June
6, 2007. As part of the settlement, the Company issued to Donnelly a
Secured Promissory Note in the principal sum of $601,048, with an interest rate
of 9% per annum and a requirement for monthly payments of $43,577 and granted
Donnelly a first lien security interest in all of the Company’s
assets. The Company was unable to meet the monthly payments and
Donnelly obtained judgment in the amount of $653,841. The
accompanying financial statements include $14,484 and $28,968 of interest
expense for the three months and six months ended March 31, and June 3, 2008,
respectively, and a total balance due at June 30, 2008 of $698,723.
Unsecured
Notes Payable
The
Company has an unsecured note payable in the principal amount of
$67,057. This note was issued to a vendor on August 23,
2007. The note bears interest at the rate of 10% per annum and
required monthly payments of $4,500 with final payment due on July 15,
2008. The Company has made no payments under this note and the note
is in default. The accompanying financial statements include $1,672
and $3,344 of interest expense for the three months and six months ended March
31, and June 30, 2008, respectively with a total balance due at June 30, 2008 of
$72,789.
Convertible
Notes Payable
The
Company’s convertible notes payable consist of two series of unsecured
convertible promissory notes; (i) $250,000 in principal amount of 8% convertible
notes issued in 2005 to two investors as part of the Company’s 2005 bridge note
financing (the “Bridge Notes”), and (ii) $480,000 in aggregate principal amount
of 6% convertible notes issued in 2006 and 2007 to sixteen investors pursuant to
a private placement offering conducted by Divine Capital Markets LLC (the
“Divine Notes”).
The
Bridge Notes
The
Company has $250,000 of principal amount of 8% convertible promissory Bridge
Notes with an original maturity date of October, 2005. The principal amount of
each Bridge Note is convertible, at the option of the holder at anytime into
shares of the Company’s common stock at the rate of $0.25 per share. The Company
may at its election, pay the interest due on the Bridge Notes in shares of
common stock at the rate of $0.50 per share. The estimated number of
shares potentially issuable upon an election to convert all of the Bridge Notes
would be approximately 1,100,000 shares of common stock. The accompanying
financial statements include $4,986 and $9,973 of interest expense for the three
months and six months ended March 31, and June 30, 2008, respectively with an
aggregate balance due at June 30, 2008 of $320,027.
The
Divine Notes
The
Company has $480,000 of principal amount of 6% convertible promissory Divine
Notes with an original maturity date of November, 2009. The principal amount of
each Divine Note is convertible, at the option of the holder into shares of the
Company’s common stock. The convertible notes accrue interest at 6%
per annum and are due three years after issuance. The Company paid
$69,800 in fees and commissions to Divine Capital Markets LLC as debt issue
costs. Debt issue costs are being amortized over the term of the
notes. The accompanying financial statements include $7,180 and
$14,361 of accrued interest expense and $5,915 and $11,830 of debt issue costs
amortization for the three months and six months ended March 31, and June 30,
2008, respectively with an aggregate balance due at June 30, 2008 of $534,184
(including the unamortized discount of $102,749).
Upon the
occurrence of an event of default, the full unpaid amount of the Divine Notes
becomes, at the election of the holder, immediately due and
payable. The Company is in default under the terms of the Divine
Notes and the notes are included in the accompanying financial statements as
current liabilities.
The
Divine Notes are convertible into shares of the Company’s common stock at a
ratio determined by dividing the dollar amount being converted by 75% of the
lowest closing bid of the Company’s common stock for the fifteen (15) trading
days immediately preceding the date of conversion. The estimated
conversion price at June 30, 2008 is $0.001125 per share and the estimated
number of shares potentially issuable upon an election to convert all of the
Divine Notes would be approximately 737,669,650 shares of common
stock. The Company does not have a sufficient number of authorized
and
unissued
shares of common stock to meet this obligation, and will be required to amend
its articles of incorporation (which requires shareholder approval) in order to
increase its number of authorized shares in order to meet such
obligation.
Accrued
Derivative Liability
The
accrued derivative liability of $102,479 represents the June 30, 2008 the
unamortized fair value of the liability associated with the beneficial
conversion feature associated with the conversion provision of the Company’s
convertible notes and is recorded as a debt discount. The fair value
of the beneficial conversion feature is measured at each reporting period with
changes in fair value recognized in net income. The accompanying
financial statements include $17,836 and $35,672 of amortization expense for the
three months and six months ended March 31, and June 30, 2008,
respectively.
Note 7 –
Officer’s Compensation
The
Company has an employment agreement with its sole executive officer who is the
Company’s sole employee, executive officer and a director. The
agreement provides for the payment of annual compensation in the amount of
$200,000 and other benefits. The Company’s financial resources are not
sufficient to permit the payment of this compensation and the officer has agreed
to continue to serve as the Company’s sole executive
officer. The executive provides the Company with office space
on a month to month basis at no cost. The accompanying financial
statements include $50,000 and $100,000 of officer compensation expense for the
three months and six months ended March 31, and June 30, 2008, respectively and
also include $280,000 of accrued and unpaid compensation due as of June 30, 2008
and $6,000 of rent expense contributed by the officer as an addition to paid in
capital.
Note 8 –
Consulting Agreement
On August
7, 2007 the Company entered into a Consulting Agreement together with an
Investors Rights Agreement with Totowa Consulting Group, Inc. (“Totowa”). The
agreements provide for Totowa to assist the Company in its negotiations with
creditors and to advise the Company as to financing, cash flow management and
business and financial planning. The term of the Consulting Agreement
is for 24 months with a monthly fee of $20,000 and provides for the payment of
the first seven months in advance with the issuance of 28,000,000 shares of
restricted fully vested common stock. The accompanying financial
statements include consulting fee expense of $60,000 and $120,000 for the three
months and the six months ended March 31, and June 30, 2008,
respectively.
The
Consulting Agreement includes a provision for anti-dilution in value, whereby
additional shares may be issued to Totowa in the event the trading price of the
Company’s common stock declines to an amount less than the original issuance
value of one-half of one cent ($0.005) per share as measured by the market price
at the six month anniversary of the Agreement.
The
Investor Rights Agreement, among other things, (i) prohibits Totowa from
transferring its shares to anyone other than certain permissible persons for a
period of one year from the date of the Agreement, (ii) grants Totowa
registration rights in respect of its shares, and (iii) in the event the Company
issues additional voting securities at any time during a period of seven years
from the date of the Agreement, grants Totowa the right to purchase further
securities in number sufficient for Totowa to maintain ownership of 51% of the
outstanding voting securities of the Company at a purchase price equal to the
price of Totowa’s original issuance of one-half cent per share.
Note 9 –
Material Subsequent Events and Contingencies
None.
Item 2. Management's Discussion and
Analysis or Plan of Operation
The
following discussion of our plan of operations should be read in conjunction
with the financial statements and the related notes thereto included elsewhere
in this quarterly report.
Forward
Looking Statements
Because
the Company intends to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company cautions readers
regarding forward looking statements found in the following discussion and
elsewhere in this report and in any other statement made by, or on the behalf of
the Company, whether or not in future filings with the Securities and Exchange
Commission. Forward-looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to future business
decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from
those expressed in any forward-looking statements made by or on behalf of the
Company. The Company disclaims any obligation to update forward-looking
statements.
Readers
are also urged to carefully review and consider the various disclosures made by
the Company in this report that seek to advise interested parties of the risks
and other factors that affect the Company’s business. Interested parties should
also review the Company’s reports on Forms 10-KSB, 10-QSB, 10-Q and 8-K and
other reports that are periodically filed with or furnished to the Securities
and Exchange Commission. The risks affecting the Company’s business include,
among others: continuation as a going concern; obtaining financing and obtaining
such financing on suitable terms; successful compromise or payment of the
Company’s substantial debt; the Company’s continuing compliance with applicable
laws and regulations; intellectual property challenges and claims; and success
in identifying and acquiring a suitable acquisition or merger company. All
forward-looking statements, whether made in this report or elsewhere, should be
considered in context with the various disclosures made by the Company about its
business.
Plan of
Operation
Our
business is the preparation for publication of specific interest magazines for
others and the publication and distribution of our own magazine, titled “Poker
Life Magazine.” Our business is conducted through our principal
operating subsidiary Poker Life LLC, a New York limited liability
company. We also published the Trump Magazine under the terms of a
license agreement with Donald Trump through our subsidiary Sobe Life LLC
(“Sobe”), a Illinois limited liability company. Sobe has ceased
operations and is the subject of an involuntary bankruptcy proceeding filed on
September 20, 2007. The Company does not intend to oppose the
involuntary proceeding and has written off and abandoned its interest in
Sobe.
We have
temporarily suspended publication of Poker Life Magazine and presently are
earning no revenue. Before resuming publication we require additional
financing and arrangements for the settlement of our debts. We have begun
negotiations with our current creditors for the settlement of the amounts owed
them. Such negotiations are continuing and we are unable to predict
the outcome of these negotiations. In the event we are not successful
in settling our liabilities, the Company may be forced to reorganize under the
provisions of Chapter 11 of the Bankruptcy Code.
Our
current funds are less than necessary for the continued operation of our
business and are not sufficient to permit us to continue publishing. Our present
operations depend upon the continued support of our shareholders and executive
officer, and our continuation as a going concern is dependent upon continued
financial support from these parties.
In order
to resume publication and provide for future business, the Company requires
additional financing. In addition, the Company will have to provide
for the payment of its substantial debt which as of March 31, 2008 totals
$2,605,140 of current liabilities.
We do not
currently have any commitments for financing and we may not be able to find such
financing and, if available, such financing may not be available on reasonable
terms. Obtaining additional financing is subject to a number of factors,
including market conditions and overall investor sentiment, and such factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.
Item 3. Quantitative and
Qualitative Disclosures About Market Risk
The
Company has no market risk sensitive instruments.
Item 4. Controls and
Procedures
The
Company maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is accumulated and communicated
to management in a timely manner. The Company's principal executive officer and
principal financial officer have evaluated this system of disclosure controls
and procedures as of the end of the period covered by this quarterly report, and
believe that the system is operating effectively to ensure appropriate
disclosure.
Other
than as described hereinabove, there has been no change in the Company’s
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial
reporting.
Item 4T. Controls and Procedures
Not
applicable.
PART II – OTHER INFORMATION
Item 1. Legal
Proceedings
None.
Item 2. Unregistered Sales of
Equity Securities and Use of Proceeds
None.
Limitations
on the Payments of Dividends
None.
Item 3. Defaults Upon Senior
Securities
None.
Item 4. Submission of Matters to a
Vote of Security Holders
None.
Item 5. Other
Information
None.
Item 6. Exhibits
|
Exhibit
No.
|
Exhibit
|
|
|
*
Filed herewith.
|
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.
|
Premiere
Publishing Group, Inc.
|
||
|
|
||
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Date
|
August
19, 2008
|
/s/
MICHAEL JACOBSON
|
|
Michael
Jacobson, President
|
||
|
Principal
Executive Officer and Principal Accounting
Officer
|
15