Authentic Holdings, Inc. - Quarter Report: 2011 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 000-52047
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PREMIERE OPPORTUNITIES GROUP, INC.
(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
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(I.R.S. Employer Identification No.)
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of incorporation
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or organization)
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264 Union Blvd, First Floor, Totowa NJ 0712
(Address of principal executive offices)
(973-390-0072)
(Issuer’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 102,128,139 shares as of September 30, 2011
PREMIERE OPPORTUNITIES GROUP, INC.
INDEX
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Page
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PART I
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FINANCIAL INFORMATION
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3
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Item 1.
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Financial Statements
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3
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Consolidated Balance Sheets
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3
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Condensed Consolidated Statements of Operations (Unaudited)
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4
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Condensed Consolidated Statements of Cash Flows (Unaudited)
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5
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4.
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Controls and Procedures
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14
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PART II
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OTHER INFORMATION
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15
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Item 1.
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Legal Proceedings
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15
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Item 1A.
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Risk Factors
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15
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item 3.
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Defaults Upon Senior Securities
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15
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Item 4.
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Submission of matters to a Vote of Security Holders
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15
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Item 5.
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Other Information
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15
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Item 6.
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Exhibits
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15
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Signatures
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15
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Premiere Opportunities Group, Inc. and Subsidiaries
Consolidated Balance Sheets For the Nine Months Ending September 30 2011
(unaudited) and December 31 2010 (audited)
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September 30
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December 31
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2011 (Unaudited)
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2010
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Current Assets:
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Cash
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$ | -- | $ | -- | ||||
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Total Assets
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$ | -- | -- | |||||
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities
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Accounts payable
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$ | 893,845 | $ | 893,845 | ||||
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Accrued compensation
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340,000 | 340,000 | ||||||
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Secured note and accrued interest payable
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904,778 | 845,606 | ||||||
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Unsecured notes and accrued interest payable
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95,755 | 88,898 | ||||||
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Convertible notes and accrued interest payable
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1,158,957 | 1,114,734 | ||||||
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Total Current Liabilities
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3,393,335 | 3,283,083 | ||||||
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Commitments and Contingencies
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-- | -- | ||||||
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Stockholders' Deficit
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Common Stock - $0.001 par value, 100,000,000 shares authorized,
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102,128 | |||||||
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102,128,139 shares issued and outstanding 0
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98,128 | 98,128 | ||||||
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Additional Paid-In Capital
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5,258,280 | 5,258,280 | ||||||
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Common stock subscriptions
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130,000 | |||||||
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Accumulated (Deficit)
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(8,809,163 | ) | (8,639,491 | ) | ||||
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Total Stockholders' Deficit
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(3,322,755 | ) | (3,283,083 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 15,002 | $ | -- | ||||
The accompanying notes are an integral part of these financial statements
3
PREMIERE PUBLISHING GROUP, INC. and Subsidiaries
Condensed Consolidated Statements of Operations and Discontinued Operations
(Unaudited)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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September 30,
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September 30,
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2011
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2010
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2011
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2010
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Revenues from Discontinued Operations
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Advertising, circulation, events and other
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$
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-
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$
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-
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$
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-
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$
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-
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Operating Expenses
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Production, distribution and editorial
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-
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-
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-
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-
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Selling, general and administrative
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60,000
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60,000
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205,000
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180,000
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Consulting services
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-
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-
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-
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-
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Total Operating Expenses
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60,000
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60,000
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205,000
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180,000
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Loss From Operations
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(60,000)
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(60,000
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)
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(205,000
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)
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(180,000
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)
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Other Income (Expense)
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Interest expense and financing costs
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(366,610),
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(34,550)
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(424,588
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)
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(103,650
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Change in value of warrant and derivative liabilities
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-
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-
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-
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28,400
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Total Other Income (Expense)
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(366,610)
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)
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(34,550
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)
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(424,588
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)
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(75,250
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)
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Income (Loss) Before Provision for Income Taxes
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(426,610
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)
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(94,500
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(629,588
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)
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(255,250)
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Provision for Income Taxes
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-
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-
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-
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-
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Net (Loss) From Operations
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$
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(426,610
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)
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$
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(94,500
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)
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$
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(629,588
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)
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(255,250
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)
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Net (Loss) Per Common Share
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$
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(0.005
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)
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$
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(0.002)
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$
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(0.009
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)
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$
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(0.003)
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Weighted Average Common Shares Outstanding
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102,493,132
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70,411,037
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70,411,037
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54,246,846
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The accompanying notes are an integral part of these financial statements
4
PREMIERE PUBLISHING GROUP, INC. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Nine Months Ended
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September 30,
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September 30,
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| 2011 | 2010 | |||||||
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(Unaudited)
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income (loss)
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$ | (54,675 | ) | $ | (629,588 | ) | ||
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Adjustment to reconcile net income (loss) to net cash used in operating activities:
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Depreciation and amortization expense
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- | |||||||
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Common stock issued for expenses
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- | - | ||||||
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Amortization of debt issue costs
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- | 17,745 | ||||||
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Change in value of warrant and derivative liabilities
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- | (28,400 | ) | |||||
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Changes in assets and liabilities:
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Accounts payable
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- | 180,000 | ||||||
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Accrued expenses
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- | - | ||||||
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Accrued interest
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54,675 | 85,905 | ||||||
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Net cash used in operating activities
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- | - | ||||||
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NET INCREASE (DECREASE) IN CASH AND
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CASH EQUIVALENTS
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- | - | ||||||
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CASH AND CASH EQUIVALENTS, Beginning of period
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- | (2,834 | ) | |||||
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CASH AND CASH EQUIVALENTS, End of period
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$ | - | $ | (2,834 | ) | |||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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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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Supplemental disclosure of cash flow information
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Cash paid for:
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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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Rent contributed to capital
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$ | - | 6,000 | |||||
The accompanying notes are an integral part of these financial statements
5
Premiere Opportunities Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Business
Premiere Opportunities, Inc. f/ka Premiere Publishing Group, Inc. (“Premiere”) was incorporated in Nevada on March 25, 2005. Premiere and its subsidiaries (collectively, the “Company”) have limited operations. On April 20, 2011 the Company filed for a name change with the Nevada Secretary of State for a name change to Premiere Opportunities Group, Inc. which became official on June 29, 2011.
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 $185,672 for the nine months ended September 30, 2011, and as of June 30, 2011 the Company has an accumulated deficit of $8,829,163 and a working capital deficit of $3,322,755. 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.
The Company discontinued all publishing activitiesduring 2007. An application to change the current Industrial Classification Code (SIC) is being made to the new classification “8742 - Services – Management Consulting Services.
Plan of Operations
In keeping with our new Plan of Operations, and business goals we have concluded a transaction with Luminx Holdings, Inc a private company engaged in the manufacturing of LED Light Bulbs. We have provided substantial advisory services to Luminx Holdings Inc over several months in diverse areas of need and in conjunction with such services Premiere Opportunities Group was paid for those services in the form of common stock in Luminx Holdings Inc.
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We are in discussions with several other companies which upon successful outcomes will also pay Premiere Opportunities Group, Inc, in the form of cash and or common stock. However, there can be no assurances that any of these potential transactions will reach a final closing.
Our remaining resources and any loans or equity investments made by Mr Giordano as well as non- affiliated parties to date will only be sufficient to sustain us for the short-term. If we are unable to locate additional financing within the short-term, we may be forced to suspend all public reporting with the SEC and possibly liquidate.
Our indebtedness is substantial and as of the date of this report, we have had substantial conversations with our creditors with a goal towards settling their outstanding claims but have not yet 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 also force us to liquidate.
Note 2 – Summary of Significant Accounting Policies
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year.
The unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 10K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended December 31, 2010. The interim results for the six months ended June 30, 2011 are not necessarily indicative of the results for the full fiscal year.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. These estimates are based on information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary significantly from those estimates under different assumptions and conditions.
Critical accounting policies are defined as those significant accounting policies that are most critical to an understanding of a company’s financial condition and results of operation. We consider an accounting estimate or judgment to be critical if (i) it requires assumptions to be made that were uncertain at the time the estimate was made, and (ii) changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of Premiere and its wholly owned subsidiary Poker Life LLC for all periods presented and include the accounts of Sobe Life LLC from the date of formation to the date of abandonment on September 23, 2007 All significant intercompany accounts and transactions have been eliminated.
Equity-Based Compensation Arrangements
The Company adopted ASC Topic 718 (formerly SFAS No. 123revised 2004), “Share-Based Payment” (“SFAS 123(R)”), on January 1, 2006, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and shares issued through its employee stock purchase plan, based on estimated fair values. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under the intrinsic value method that was used to account for stock-based awards prior to January 1, 2006, which had been allowed under the original provision of SFAS 123, compensation expense is recorded on the date of grant if the current market price of the underlying stock exceeded the exercise price. Any compensation expense is recorded on a straight-line basis over the vesting period of the grant. The adoption of this standard had no impact to the Company’s financial position, results of the operations or cash flows as the Company’s previous stock-based compensation awards expired prior to January 1, 2006, and there have been no grants during the current year.
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Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.
Trade Accounts Receivable
Trade accounts receivable are stated at outstanding balances, less an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due.
Equipment
Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets, five years for computer equipment, and ten years for office furnishings. Depreciation for the nine months periods ended September 30, 2011 and 2010 was $-0- and $-0- respectively. At March 31, 2011 the equipment had been abandoned, and the remaining value of $41,633 was impaired during December 31, 2008.
Capitalized Interest
There was no capitalized interest during the nine months periods ended September 31, 2011 or 2010.
Revenue Recognition
Revenues are recognized only when realized / realizable and earned, in accordance with GAAP. Advertising revenues are recognized when the underlying advertisements are published, defined as the issuer’s on-sale date. Barter advertising revenues and the offsetting expense are recognized at the fair value of the advertising as determined by similar cash transactions. Revenues from magazine subscriptions are deferred and recognized proportionately as products are delivered to subscribers. The Company had no revenues for the nine months periods ended September 31, 2011or 2010.
Advertising expenses
Advertising costs are expensed when the advertising takes place. The total advertising expenses included in the consolidated statement of operations for the nine months periods ended September 31, 2011and 2010 was $-0- and $-0-.
8
Income Taxes
The Company follows ASC Topic 740 (formerly SFAS No. 109), Accounting for Income Taxes, which requires the use of the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Future tax benefits, including net operating loss carry-forwards, are recognized to the extent that realization of such benefits is more likely than not.
Impairment or Disposal of Long-Lived Assets:
ASC Topic 360 (formerlyFASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.
The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:
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·
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FASB ASC Topic 855, “Subsequent Events”. In May 2009, the FASB issued FASB ASC Topic 855, which establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth : (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This FASB ASC Topic should be applied to the accounting and disclosure of subsequent events. This FASB ASC Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This FASB ASC Topic was effective for interim and annual periods ending after June 15, 2009, which was June 30, 2009 for the Corporation. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.
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Use of Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Quoted market prices, if available, are utilized as estimates of the fair values of financial instruments. Since no quoted market prices exist for certain of the Company’s financial instruments, the fair values of such instruments have been derived based on management’s assumptions, the estimated amount and timing of future cash flows and estimated discount rates. The estimation methods for individual classifications of financial instruments are described more fully below. Different assumptions could significantly affect these estimates. Accordingly, the net realizable values could be materially different from the estimates presented below. In addition, the estimates are only indicative of the value of individual financial instruments and should not be considered an indication of the fair value of the combined Company.
9
Short-term Financial Instruments
The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The Company maintains cash balances at financial institutions that are insured by the FDIC up to $250,000. At March 31, 2011 the Company had no amounts in excess of the FDIC limit.
Earnings (loss) per share
In accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For the six months periods ended June 30, 2011 and 2010, the Company incurred a net loss; therefore the effect of any dilutive securities would be anti-dilutive.
Note 3 – Capital Stock
Common Stock
As of September 30, 2011 the Company has 102,128,139 shares of its $0.001 par value common stock issued and outstanding. At March 31, 2011 the Company had received stock subscriptions totaling $130,000. During April, 2011 the Company increased its authorized common shares to 125,000,000.
The amount does not include any common stock reserved for issuance in conjunction with any options or warrants issued to members of the Board of Directors or any third parties that would be eligible for such options as a result of any services contract signed with such party (s).
Note 4 – Accounts and Notes Payable
Accounts Payable
The Company’s consolidated accounts payable at December 31, 2008 is $893,845. This balance includes $699,861 and $191,150 of accounts payable owed by Premiere Publishing Group Inc. and Poker Life LLC, respectively. On August 28, 2007 386 PAS Partners LLC, the Company’s former landlord, was granted a judgment against the Company in the amount of $85,025 for unpaid rent, which amount is included in accounts payable.
Secured Note Payable
A secured note is held by Chris H. Giordano the Co-Chairman, Treasurer and director of the Company. The balance of the note plus accrued interest totals $904,778 and $873,110 at September 30, 2011 and June 30, 2011 respectively. The Note is secured and has an active lien against any and all of the assets of the Company. In the event of a sale of the Company or the Company Assets, liquidation, dissolution or merger the Secured Note will have a priority in being paid before any other Note or Liability carried by the Company.
10
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 balance of this note plus accrued interest totals $94,474and $88,898 at September 30, 2011 and December 31, 2010 respectively.
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 balance of the convertible notes payable plus accrued interest and the accrued derivative liability is $1,136,634 and $1,114,734 at June 30, 2011 and December 31, 2010 respectively.
Promissory Notes Payable
In March of 2011 the company in conjunction with receiving $75,000 from outside investors the Company issued Demand Notes to four separate entities. The Notes are due and payable at any time after September 15th, 2011. The Notes are now due and payable although none of the Notes have been presented for payment at this time.
The Bridge Notes
The Company’s $250,000 Bridge Notes had an original maturity date of October, 2005. The Bridge Notes have not been repaid and are currently in default, and are included in the accompanying financial statements as current liabilities. 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 Divine Notes
The Company’s $480,000 Divine Notes have an original maturity date of November, 2009 and were issued in November of 2006. 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 debentures accrue interest at 6% 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 were amortized over the term of the notes and is fully amortized at December 31, 2010.
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, 2011 is $0.045 per share and the estimated number of shares issuable upon an election to convert all of the Divine Notes at the December 31, 2010 conversion price would be approximately 107,000,000 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.
11
Note 5 – 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 shares issued to Totowa constitute approximately 51.87% of the total shares of common stock outstanding. The Investors Rights Agreement includes a provision that requires the Company sell additional shares to Totowa in the event its ownership interest in the Company’s voting common stock falls below 51% at any time during the seven year period following the date of the Agreement.
The shares of common stock issued to Totowa have been valued based upon the fair value of the services rendered. The Company determined that the value of the services is an appropriate measurement for the fair value of the shares issued, in that the shares of the Company’s common stock are not now actively traded and the share price has continued to decline such that as of the date of this report the quoted bid price is four-tenths of one-cent ($0.004) per share. The accompanying financial statements include $240,000 of consulting fee expense for the year ended December 31, 2009. At March 31, 2011 $320,000 of accrued consulting fees under this contract were forgiven and included in additional paid-in capital. At June 30, 2011 the balance accrued under this agreement totals $340,000.
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. The Agreement between Totowa and Premiere is no longer in force or valid at this time.
In 2010 the Company also entered into an agreement with Mr Chris H Giordano and Mr Pat LaVecchia both Co Chairman of the Company whereby both parties are entitled to receive up to ten (10%) percent of the Company’s common stock under certain criteria which will be evidenced in Exhibit B and Exhibit C. None of those options have yet been earned or exercised as of this date.
In 2011 the Company also entered into an agreement whereby Mr. Michael Rosenbaum will serve on the Company’s Board of Directors for a period of two years. In conjunction with his agreement MrRosenbaum will receive 3,000,000 shares of common stock which have not yet been issued but it is anticipated to be issued in the first quarter 2012.
Note 6 – Income Taxes
The Company uses the liability method, whereby deferred taxes and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2010 and 2009, the company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $8,600,000 at December 31, 2010, and will expire in the years 2025 through 2027.
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At June 30, 2011, deferred tax assets consisted of the following:
|
2011
|
||||
|
Deferred tax assets
|
||||
|
Net operating loss carryforward
|
$
|
2,900,000
|
||
|
Valuation allowance
|
(2,900,000
|
)
|
||
|
Net deferred tax asset
|
$
|
-0-
|
The utilization of the carryforwards is dependent upon the Company's ability to generate sufficient taxable income during the carry-forward period. In addition, utilization of these carry-forwards may be limited due to ownership changes as defined in the Internal Revenue Code.
In conjunction with a $7,500 payment was made in 2008 by Mr. Chris H Giordano the Company’s Co-Chairman directly to the Premiere’s auditor in keeping with the Company’s wishes to maintain its fully reporting status Mr. Giordano was issued 200,000 shares of Series B PFD Stock which carries a 10,000 for 1 voting preference as evidenced in Exhibit D
In conjunction with the capital needs of the company’s estimated annual expenses in maintaining its fully reporting status the Company issued $75,000 of Demand Notes to non-affiliated / non-control parties.
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.
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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
We have completely discontinued any and all of our publishing operations from the past. We have no intention of starting any of the operations in the future. We have added key people to our Board of Directors with substantial experience in the areas of mergers and acquisitions and corporate planning. Henceforth, we are in the process of launching our new business model which centers itself around the expertise of our board members and their expertise in the area of corporate and strategic planning, recapitalizations, work out and bankruptcy planning as well as merger and acquisition planning.
None of our Board Members are compensated in the form of a salary or are they re-imbursed for any expenses related to our intended Plan of Operation. There is no expectation that either now or in the future that we will pay any officer or director a salary as an “ at will” or “contracted employee”. We are in discussions with several companies who are very interested in the services our group can provide and although there are no assurances that we will close any of these transactions it is our intent to pursue this area of advisory services aggressively.
We expect our overhead expenses to be limited primarily to our outside vendors such as legal and accounting as well as expenses associated with our transfer agent and our financial printing company.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our former management, including our principal Executive Officer and our principal accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal Executive Officer and our principal accounting Officer concluded that our disclosure controls and procedures were effective to ensure that all material information required to be disclosed in this Quarterly Report on Form 10-Q has been made known to them in a timely fashion.
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PART II - OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
The Secured Notes are held by the Company’s Co-Chairman Chris H Giordano. Although the Note is technically in default Mr. Giordano has not pursued any action against the Company and may not do so until a later date.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
|
Exhibit
|
Exhibit
|
|
No.
|
|
|
31.1 *
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial & Accounting Officer
|
|
32.1 *
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer and Principal Financial & Accounting Officer
|
| 101 |
Interactive data files pursuant to Rule 405 of Regulation S-T.
|
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Premiere Publishing Group, Inc.
|
||||
|
Date February __, 2012
|
/ s/ Omar Barrientos
|
|||
|
President
|
||||
|
Principal Executive Officer and
|
||||
|
Principal Accounting Officer
|
||||
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