Authentic Holdings, Inc. - Quarter Report: 2014 March (Form 10-Q)

pog10q033114.htm

FORM 10-Q

______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

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

______________

PREMIERE OPPORTUNITIES GROUP, INC.

(Exact name of small business issuer in its charter)

______________

	Nevada	11-3746201
	(State or other jurisdiction	(I.R.S. Employer Identification No.)
	of incorporation
	or organization)

264 Union Blvd, First Floor, Totowa NJ 0712

(Address of principal executive offices)

(973-291-8900)

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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: 181,643,149 shares as of March 31, 2014

PREMIERE OPPORTUNITIES GROUP, INC.

INDEX

		Page

PART I	FINANCIAL INFORMATION		3
Item 1.	Financial Statements		3
	Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Operations (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows (Unaudited)		5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		14

PART II	OTHER INFORMATION		15
Item 1.	Legal Proceedings		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3.	Defaults Upon Senior Securities		15
Item 4.	Submission of matters to a Vote of Security Holders		15
Item 5.	Other Information		15
Item 6.	Exhibits		15
	Signatures		16

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
Consolidated Balance Sheets

	March 31,			December 31,
	2014			2013
	(Unaudited)

ASSETS

Current assets:
Cash	$	15,648		$	17,389
Deposits on inventory		60,000			45,000
Total current assets		75,648			62,389

Total assets		75,648			62,389

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable		80,056			75,057
Accrued compensation		340,000			340,000
Secured note and accrued interest payable		931,226			978,006
Unsecured notes and accrued interest payable		110,689			109,012
Convertible notes and accrued interest,		415,115			410,115
Advances from related party		23,240			79,599

Total current liabilities		1,900,326			1,991,789

Commitments and contingencies

Stockholders' deficit
Preferred stock $.001 par value, 1,000,000
shares authorized, 200,000 issued and
outstanding		200			200
Common stock $0.001 par value, 300,000,000
shares authorized, 258,253,149 and 218,253,149
issued and outstanding		258,254			218,254
Additional paid-in capital		5,324,634			5,317,854
Stock subscriptions received		849,519			849,519
Accumulated deficit		(8,257,285	)		(8,315,227	)

Total stockholders' deficit		(1,824,678	)		(1,929,400	)

Total liabilities and stockholders' deficit	$	75,648		$	62,389

The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
Consoloidated Statements of Operations

(Unaudited)
	For The Three Months Ended
	March 31,
	2014		2013

Revenues	$	131,875	$	--

Operating expenses:
General and administrative		47,196		--
Consulting services		20,060		--

Total operating expenses		67,256		--

Income from operations		64,619		--

Other expenses
Interest expense and financing costs		6,677		20,137

Total other expenses		6,677		20,137

Income (loss) beforre provision for income taxes		57,942		(20,137	)

Provision for income taxes		--		--

Net income (loss)	$	57,942	$	(20,137	)

Net income (loss) per common share	$	0.00	$	(0.00	)

Weighted average common shares outstanding		244,919,816		144,114,199

The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
Consolidated Statements of Cash Flows
(Unaudited)
	For the Three Months
	Ended March 31,
	2014			2013
Cash flows from discontinued operating activities:
Net income (loss)	$	57,942		$	(20,137	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in assets and liabilities:
Deposits on inventory		(15,000	)
Accounts payable		5,000			--
Accrued interest		6,676			20,137
Net cash provided by operating activities		54,618			--

Cash flows from financing activities:
Advances to affiliated companies		(56,359	)		--
Total cash flows used in financing activities		(56,359	)		--

Net decrease in cash		(1,741	)		--
Cash at beginning of period		17,389			--
Cash at end of period	$	15,648		$	--

Supplemental disclosure of cash flow information:

Cash paid during the periods for:
Interest		--			--
Income taxes	$	--		$	--

Non-cash financing sources:
Common stock issued by reduction of debt	$	46,780		$	--

The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries

(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2014

(Unaudited)

Note 1 – Description of Business

Premiere Publishing Group, Inc. (“Premiere”, “the Company”) was incorporated in Nevada on March 25, 2005. The Company’s name change to Premiere Opportunities Group, Inc. was approved by the State of Nevada on June 29, 2011. On July 19, 2012 Premiere filed an amendment with the Nevada Secretary of State to increase its authorized common stock shares to 200,000,000. On December 9, 2013 Premiere filed an amendment with the Nevada Secretary of State to increase its authorized common stock shares to 300,000,000.

Premiere Opportunities Group, Inc. is the holding company which until recently had no operations. During the fourth quarter, 2013 the Company became involved in the manufacturing and global distribution of ladies apparel. Trident Merchant Group, Inc. is an operating subsidiary which is a “value added” strategic advisory services company specializing in rendering expertise in the areas of capital planning and procurement, licensing and branding as well as financial engineering and restructuring of it’s client company’s balance sheet and going public process.

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 has accumulated deficits of $8,257,285 as of March 31, 2014. The Company also has working capital deficits of $1,824,678 as of March 31, 2014. 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.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars.

These consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the Annual Report on Form 10-K of the Company filed with the United States Securities and Exchange Commission (the “SEC”) on April 16, 2014. Interim results are not necessarily indicative of the results for the full year.

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of Premiere and its wholly owned subsidiary Trident Merchant Group, Inc. effective as of November 1, 2013. All significant intercompany accounts and transactions have been eliminated.

Equity-Based Compensation Arrangements

The Company adopted ASC Topic 718 (formerly SFAS No. 123 revised 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. See Note 6 for a description of the Company’s Share Based Agreement established during 2010.

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 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.

Inventory

Inventory consists of women’s fashions held for sale and valued at the lower of cost or market. Cost is determined on the first-in, first-out method and includes the cost of merchandise and other costs, including freight and export and import taxes and agent commissions. A periodic review of inventory is performed in order to determine if inventory is properly stated at the lower of cost or market. Factors related to current inventories such as future expected consumer demand and fashion trends, current aging, current and anticipated retail markdowns or wholesale discounts, and class or type of inventory are analyzed to determine estimated net realizable value. Criteria utilized by the Company to quantify aging trends include factors such as average selling cycle and seasonality of merchandise, the historical rate at which merchandise has sold below cost during the average selling cycle, and the value and nature of merchandise currently priced below original cost. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if appropriate. The majority of inventory at March 31, 2014 consisted of advance deposits on unfinished goods and work-in-process.

Adjustments to reserves related to the net realizable value of inventories are primarily based on the market value of the Company’s physical inventories, cycle counts and recent historical trends. The Company expects the amount of its reserves and related inventories to increase over time as it expands its store base and increases direct-to-consumer sales.

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 three months ended March 31, 2014 and 2013 was $-0- and $-0- respectively.

Revenue Recognition

Revenue for the women’s fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company’s direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company’s need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recorded as a liability and recognized as a sale upon completion of service.

The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company’s books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.

Sales Return Reserve

The Company records a reserve for estimated product returns where the sale has occurred during the period reported, but the return is likely to occur subsequent to the period reported and may otherwise be considered in-transit. The reserve for estimated in-transit product returns is based on the Company’s most recent historical return trends. If the actual return rate or experience is materially higher than the Company’s estimate, additional sales returns would be recorded in the future.

Advertising expenses

Advertising costs are expensed when the advertising takes place. The total advertising expenses included in the consolidated statement of operations for the three months ended March 31, 2014 and 2013 was $1,680 and $-0-.

Income taxes

Income taxes are accounted for under the asset and liability method as stipulated by A5C 740 "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under A5C 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management's view it is more likely than not (50%) that such deferred tax will not be utilized.

The Company adopted certain provisions under A5C Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company's adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of March 31, 2014, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company's tax returns are subject to examination by the federal and state tax authorities for the years ended 2010 through 2013.

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.

Recently Issued Accounting Pronouncements

There are no other new accounting pronouncements adopted or enacted during the three months ended March 31, 2014 that had, or are expected to have, a material impact on our financial statements.

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

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2—Significant other observable inputs that can be corroborated by observable market data; and

Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accounts receivable, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.

Concentration of credit risk

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. At March 31, 2014 and December 31, 2013 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. At March 31, 2014, potential dilutive securities were convertible notes that are convertible into 1,000,000 shares of common stock. The potential dilution associated with convertible note was excluded from the calculation for the three months ended March 31, 2014 and 2013 as it will create an anti-dilutive effect.

Note 3 – Capital Stock

Preferred stock

The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”. The number of authorized shares totals 1,000,000 and the par value is $.001 per share. The Class B Preferred share holders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the company. The Class B Preferred stock holders are entitled to receive dividends at the rate of 8% per annum, and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.

During the fourth quarter, 2011, a total of 200,000 shares of the Series B Preferred Stock were issued to a related party for legal and accounting fees paid for the Company’s benefit in the amount of $7,500.

Common Stock

As of March 31, 2014 and December 31, 2013, the Company has 258,253,149 and 218,253,149 shares of its $0.001 par value common stock issued and outstanding, respectively. In addition, common stock subscriptions of $849,519 and $849,519 have been received on March 31, 2014 and December 31, 2013, respectively.

Note 4 – Accounts and Notes Payable

Accounts Payable

The Company’s consolidated accounts payable at March 31, 2014 and December 31, 2013 is $80,056 and 75,056, respectively. On August 28, 2007 386 PAS Partners LLC, the Company’s former landlord, was granted a judgment against the Company for unpaid rent in the amount of $72,000, which amount is included in accounts payable.

During the years ended December 31, 2013 and 2012, the Company reviewed all of its outstanding liabilities to determine their enforceability and collectability in light of the applicable statute of limitations. Based upon this review, the Company concluded that by operation of law approximately $-0- and 421,000, respectively of its outstanding liabilities are no longer collectable and should be written-off. These uncollectable liabilities consisting of accounts payable. The liabilities were written off resulting in an increase to other income.

Secured Note Payable

The Company and its former consolidated subsidiaries 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. This note was subsequently sold to a Director of the Company. The balance of this note plus accrued interest totals $931,006 and $978,066 at March 31, 2014 and December 31, 2013 respectively. On March 31, 2013 the Company’s Board of Directors issued a “Moratorium on Accrued Interest” stating that the interest accrual on this note would cease indefinitely at March 31, 2013 and that all past due accrued interest would be added to the principal portion of the note.

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 balance of this note plus accrued interest totals $110,689 and $109,012 at March 31, 2014 and December 31, 2013 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 $415,115 and $410,115 at March 31, 2014 and December 31, 2013.

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. 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, 2011.

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, 2012 is $0.0075 per share and the estimated number of shares issuable upon an election to convert all of the Divine Notes at the March 31, 2012 conversion price would be approximately 64,000,000 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.

During the year ended December 31, 2012 the Company and the Divine Note holders agreed to the issuance of common stock to convert the notes payable and related accrued interest totaling $810,019. The balance is recorded as stock subscriptions received but not issued.

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 $340,000 of accrued consulting fees as of December 31, 2012 and December 31, 2011. During the year ended December 31, 2010, $320,000 of accrued consulting fees under this contract were forgiven and included in additional paid-in capital.

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 6 – Share award agreement

On July 8, 2010 the Company a Share Award Agreement (the “Agreement”) with the Company’s Co-Chairmen. The Agreement grants each participant the right to receive up to 7,500,000 shares of the Company’s $.001 par value common stock under the following terms:

The following table sets forth the number of Shares that the Company shall deliver to each of the two Participants at the end of any 20 consecutive day trading period where the Company’s per Share price has closed at or above the following price for each day during such trading period:

Price Achieved	Number of Shares to be Delivered

$0.10	1,250,000
$0.25	1,250,000
$0.50	1,500,000
$1.00	3,500,000
Total	7,500,000

The Company shall have at all times available and reserved for issuance pursuant to this Agreement authorized but unissued Shares in amounts sufficient to meet the Company’s obligations to issue Shares to the Participant under this Agreement.

Vesting and Forfeiture Provisions.

(i) Except as otherwise provided at such time as the Participant is no longer serving for any reason as an officer, director, or employee of the Company or any subsidiary of the Company, the Participant shall forfeit the right to delivery of any further Shares.

(ii) In the event that the Company undergoes a Change in Control while the Participant is serving as an officer, director, or employee of the Company or any subsidiary of the Company or during the period of one year beginning on the first day after the Participant is no longer serving for any reason as an officer, director, or employee of the Company or any subsidiary of the Company, then the Participant shall become vested in 100% of the Shares effective immediately prior to the time of the Change in Control.

(iii) If the Participant dies while serving as an officer, director, or employee of the Company, the Participant shall become vested in 100% of the Shares effective immediately prior to his death.

(iv) If the Company pays any dividend, other than ordinary course cash dividends, to its shareholders while the Participant is serving as an officer, director, or employee of the Company or any subsidiary of the Company, the Participant shall become vested in 100% of the Shares effective immediately prior to such dividend payment.

For each year, the Company shall pay to the Participant such additional compensation as is necessary (after taking into account all federal, state, and local taxes, including income, excise, and employment taxes payable by the Participant as a result of the receipt of such additional compensation) to place the Participant in the same after-tax position he would have been in had no tax been paid or incurred with respect to the benefits received under this Agreement (the “Tax Gross-Up”). The Tax Gross-Up shall be determined assuming that the maximum federal, state, and local tax rates apply to all such amounts and shall include interest and penalties, if any. Any applicable Tax Gross-Up shall be paid to the Participant, withheld, or remitted, as applicable, in cash or stock, at the option of the Company, at the appropriate time but no later than December 31 of each year. Notwithstanding the form of any Tax Gross-Up, it is the intent of the parties that the Participant will be in the same after-tax position he would have been in had no federal, state, and local taxes of any kind (or interest and penalties thereon) been payable with respect

At December 31, 2012 the award period has expired, the conditions were not met to award shares and the Company has no plans to renew the program.

Note 7 – Luminx Holdings, Inc.

During the year ended December 31, 2011 the Company acquired a 15% ownership of Direct LED, Inc. (formerly LuminX, Inc.) in exchange for consulting services. The Company has not assigned a value to the investment at December 31, 2013 and 2012 due to the lack of marketability of the minority interest and the company is still in its start-up. Direct LED, Inc. filed its S-1 Registration Statement with the Securities and Exchange Commission on July 18, 2012 which became effective on January 23, 2013.

Note 8 – Other Events

On April 1, 2014 the Company announced that it has signed a Letter of Intent to purchase 100% of Avani Holdings LLC., the parent company and 100% owner of the Avani Clothing line http://www.avaniclothing.com which is a "Made in USA" active wear brand sold nationally in department store, sports specialty stores, specialty stores, gyms, studios and online. Avani Activewear's earth-friendly collections and sustainable business practices reflect its mission "to leave the earth a little more beautiful than we have found it" by offering organic and sustainable garments to its customer.

On February 5, 2014 the Company announced that it has been chosen as a distributor for the Brunello Cuccinelli line of clothing, http://www.brunellocucinelli.com/en. It developed its origins in 1978 when Brunello Cuccinelli realized that colorful cashmere could be an important innovation within the fashion community since up until that time, cashmere was exclusively produced only in natural colors until he changed the face of Cashmere forever.

Their stores today are opened only on the most prestigious streets of major cities in Italy and abroad and in some of the world's most exclusive resort locations. Brunello Cucinelli directly operated stores are in Milan, Paris, New York, Miami, Madrid, Capri, and Saint Moritz. Its franchising boutiques are in London, Tokyo, Moscow, Saint Petersburg, Sylt, Cortina, and Saint Tropez and today is offered only in the most exclusive department stores such as Saks 5thAvenue and Bergdoff Goodman.

The Company plans to distribute this line of clothing into Korea, Mainland China and the balance of the SE Asian markets.

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

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. Mr. Pat LaVecchia's period of serving on the Board of Directors ended on December 31st, 2012 and was not renewed. Mr. Mike Rosenbaum, Mr Omar Barrientos and Mr. Chris Giordano continue to serve on the Board of Directors and will do so thru the period of time necessasry to allow the company to restructure its balance sheet and create shareholder value through its advisory business and apparel division.

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.

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. To date and through the end of the First quarter ending March 31st, 2013 we have assisted Direct LED, Inc in its corporate planning and venue to become a public company. As of January 23rd, 2013 the Securities and Exchange Commission deemed the Registration Statement “effective” and we are now in the process of filing the 15c2-11 with FINRA in order to create a public market for the common stock of Direct LED.

We are also in late stage discussions with several other companies which we could potentially have advisory contracts with similar in nature to our agreement with Direct LED, Inc, Flex Fuel Technologies, Inc and Hispanica Delights of America, Inc.

We also have been exploring the acquisition and or joint venture with several companies in the apparel business in order to create shareholder value thru owning businesses or majority controlled joint ventures that can become or are already cash flow positive.

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. Our company does not have any salried employees and a di minimis amout of additional overhead as it relates to office rentals and other general and administrative expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has no market risk sensitive instruments.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings None.

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

* 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 Opportunities Group, Inc.


Date May 20, 2014			/ s/ Omar Barrientos
			President
			Principal Executive Officer and
			Principal Accounting Officer