ITEM 1. DESCRIPTION OF BUSINESS OUR COMPANY
Our principal offices are located at 1407, Broadway, Suite 1704, New York, NY 10018. Our telephone number is 973 390 0072
Since our formation in 2004, we had operated as a magazine publishing company until 2007 when we ceased all publishing operations. We had operated principally through out two wholly-owned subsidiaries Sobe Life LLC and Poker Life LLC. Our publications included “Trump Magazine,” “Poker Life Magazine” and several poker oriented magazines we prepared and published for several on-line gaming companies. Thru the present date we have incurred losses of $8,485,689 from operations principally from the former magazine operations.
Current Business Plan
Since ceasing the publishing operations of the former company and management, our operations consist solely of utilizing the expertise of our Board Members and outside agents to further the efforts our Advisory Services business plan which generates revenue through both cash and/or equity owned in the client company. In 2012 Direct LED a client of our Company filed an S-1 registration statement which was declared effective by the Securities and Exchange Commission in January of 2013. Premiere also signed Letters of Intent with Defense Technology Corp, Inc and Flex Fuel Technologies during 2012 and Premiere has been and currently are advising both companies. Although it is hopeful that the client companies will establish a public market for their common stock and if successful would be beneficial for Premiere shareholders, there can be no assurance that such events will be successful.
We continue to use our limited resources to pay for our minimal operations as well as for our legal, accounting and professional services required to prepare and file our reports with the SEC in our efforts to stay a “fully reporting” company. Our financial resources will only be sufficient to sustain our operations for the short-term or until the point that we can either obtain additional financing and/or monetize our equity interest(s) in one or more of our client companies.
There can be no assurance that we will be able to obtain financing, monetize our equity interest(s) or even identify an acceptable operating company to combine with and complete an acquisition, nor that any business we could acquire will generate profits or increase the value of the Company and or the common stock price. 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 in the extreme case possibly liquidate or dissolve the corporation..
Our indebtedness is substantial which must be settled prior to undertaking an acquisition of an operating company. As of the date of this report, we have not settled any of our obligations with the exception of The Secured Promissory Note formerly held by RR Donnelly and now held by our Co-Chairman Mr. Chris Giordano. We written down a substantial portion of our vendor debt in order to further the efforts of cleaning up our balance sheet. We have also eliminated thru conversions the vast majority of the Unsecured Convertible Noteholders. The total stock issued in conjunction with the conversions will be 22,100,000which will be booked in fiscal year 2013.
One of our other primary objectives is to identify a suitable operating company to acquire with a view to achieving long-term growth within a specific industry. As of the date of this report, we have not identified a particular industry and have determined not to restrict our search for a target company to any specific business, industry or geographical location. As of the date of this report, we have had substantial conversations with Global Fashion Inc., and have signed a Letter of Intent with them to explore the possibilities of a merger but there can be no assurance that a closing will occur.
Employees and Consultants
We have terminated all personnel involved in publishing. As of December 31, 2012, we have no employees.
ITEM 1A.
ITEM 1A. RISK FACTORS
Our business and an investment in our securities are subject to a variety of risks. The following risk factors describe the most significant events, facts or circumstances that could have a material adverse effect upon our business, financial condition, results of operations, ability to implement our business plan, and the market price for our securities. Many of these events are outside of our control.
Risks Relating To Our Business
We need additional capital and our auditors have raised substantial doubt about our ability to continue as a going concern.
We have only a modest amount of cash, which is not sufficient to support our plan of operations for the short-term. We are actively seeking financing; however, there can be no assurances that financing will be available to us, or if available will be on terms satisfactory to us. If we are unable to obtain funds when we need them or if we cannot obtain funds on terms favorable to us within the short-term, we may not be able to maintain our operations as a going concern. In this regard, our independent registered public accounting firm has included a paragraph in its audit report on our financial statements as of December 31, 2012 and for the year then ended, raising substantial doubt about our ability to continue as a going concern.
We have a history of losses and our future profitability on a quarterly or annual basis is uncertain, which could have a harmful effect on our business and the value of our common stock.
Since the company began operations in 2004 as a publishing company and thru the most current period while initiating our new business model we have not generated enough revenue to exceed our expenditures within any twelve month fiscal period. Since our inception, we have financed our operations primarily through private offerings of our debt and equity securities. Our planned expenditures are based primarily on our internal estimates of our future ability to raise additional financing. If additional financing does not meet our expectations in any given period of time, we will have to cut our planned expenditures which could have an adverse impact on our business or force us to cease operations. As of December 31, 2012 our bank account was not overdrawn but we had under $1,000 cash on hand. Failure to achieve profitable operations may require us to seek additional financing when none is available or is only available on unfavorable terms.
We have substantial amount of debt which must be liquidated prior to entering an acquisition of an operating company. We have made and continue to make significant progress in negotiating our debt for equity based exchange offers with our creditors.
We have converted the vast majority of the Unsecured Convertible Promissory Note Holders as well as our Secured Note Holder, Mr. Chris Giordano the Company's Chairman and are hopeful that we can reach a mutually beneficial and complete accord with both entities in the near future.In the event we cannot settle our debts or obtain additional financing we will we will not be able to acquire an operating business and we may be forced to suspend all public reporting with the SEC and in the extreme case possibly liquidate the company.
We have experienced net losses in each fiscal year since our inception, and we expect to continue to incur losses for the foreseeable future. Assuming we transition our business model as expected, and until we complete a business combination with an operating company, we will generate some but not significant enough revenues in the future from our advisory services clients but we will continue to incur expenses related to identifying and acquiring an operating company and meeting our compliance and reporting obligations under applicable federal securities laws. We will need to raise additional funds, and such funds may not be available on commercially acceptable terms, if at all. If we cannot raise funds on acceptable terms, we may not be able to continue to execute our plan to acquire an operating company and in the extreme case, we may then liquidate the Company.
We may not be able to acquire an operating company and if we complete such an acquisition, we expect that we will need to raise additional capital.
Assuming we transition our business model as expected, our sole business objective following liquidation of our debts will be to seek to identify business opportunities. As of the date of this report, we have commenced the process of identifying and evaluating operating companies as potential acquisition targets and we have commenced discussions and have entered into a Letter of Intent to acquire an operating company. There can be no assurance that we will be able to complete such acquisition.
Furthermore, our ability to execute on this business model may be subject to material doubt as our management team will likely be limited to one part-time individual who will have minimal cash resources to support operations for more than the short-term.
In the event that we complete such an acquisition, we expect that we will need to raise substantial additional capital. We intend to rely on external sources of financing to meet any capital requirements and to obtain such funding through the debt and equity markets. We cannot provide any assurances that we will be able to obtain additional funding when it is required or that it will be available to us on commercially acceptable terms, if at all. If we fail to obtain such necessary funding, any such acquisition may not be successful.
In order to raise any financing, we may need to increase our authorized capital stock.
We are presently authorized to issue 200,000,000 shares of common stock, approximately 120,014,199 million of which have been issued. All of our unissued shares are reserved for issuance to cover issuance obligations and for the potential exercise of outstanding options, warrants and conversion of notes. We do not have sufficient authorized and unissued shares to cover the exercise of currently outstanding options, warrants, and conversion obligations, in view of our current stock price, our authorized and unissued shares will not be sufficient should we need to raise additional funding through the sale of our securities. Accordingly, we may not have sufficient authorized capital available to raise the funds necessary to execute our business plan beyond the short term. We have not sought consent from our shareholders for this purpose, and can offer no assurances that our shareholders will vote to amend our articles of incorporation in a manner to facilitate any further fund raising.
Our Board of Directors has sole discretion to identify and evaluate acquisition candidates and complete acquisitions without approval of our stockholders.
We have not developed any specific acquisition guidelines and we are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential acquisitions or business combinations. We will target companies that we believe will provide the best potential long-term financial return for our stockholders and we will determine the purchase price and other terms and conditions of acquisitions without review or approval of our stockholders. Accordingly, our stockholders will not have the opportunity to evaluate the relevant economic, financial and other information that our Board, which at that time may only consist of one person, will use and consider in deciding whether or not to enter into a particular transaction.
We will not generate any significant revenue or earnings in the near future unless and until we merge with or acquire an operating business.
Upon completion of the liquidation of our debts, if such event occurs, we will have minimal assets and no operations. As a result, we do not expect to generate any revenue or realize revenue unless and until we successfully merge with or acquire an operating business.
There is competition for those private companies suitable for a merger transaction of the type contemplated by management.
There is currently a very competitive market for business opportunities which could reduce the likelihood of consummating a successful business combination. We expect to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies, venture capital firms, and special purpose acquisition companies or “SPACs” are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. As result, we may be unable to effectively compete with such entities in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.
Risks Relating To Our Stock
Our common stock is traded on the OTC Bulletin Board and could be subject to extreme volatility.
Our common stock is currently quoted on the OTC Bulletin Board, which is characterized by low trading volume. Because of this limited liquidity, stockholders may be unable to sell their shares. The trading price of our shares has from time to time fluctuated widely and may be subject to similar fluctuations in the future. The trading price of our common stock may be affected by a number of factors, including events described in these risk factors, as well as our operating results and financial condition. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock.
We will seek to raise additional funds in the future, and such additional funding will likely be dilutive to shareholders or impose operational restrictions.
We need to raise additional capital in the immediate term to help fund operating expenses and execute our new plan of operations. If additional capital is raised through the issuance of equity securities, the percentage ownership of our shareholders will be reduced. These shareholders may experience additional dilution in net book value per share and any additional equity securities may have rights, preferences and privileges senior to those of the holders of our common stock.
The influx of additional shares of our common stock onto the market may create downward pressure on the trading price of our common stock.
The initial sale or secondary resale of substantial amounts of our common stock in the public markets could have an adverse effect on the market price of our common stock and make it more difficult for us to sell our equity securities in the future at prices which we deem appropriate.
Substantial voting power is concentrated in the hands of our principal stockholders.
We do not anticipate paying cash dividends.
We have not paid any cash dividends on our common stock since our inception and we do not anticipate paying cash dividends in the foreseeable future. For the foreseeable future, we anticipate that we will retain any earnings which we may generate from our operations to finance and develop our growth and that we will not pay cash dividends to our stockholders.
We are not subject to certain of the corporate governance provisions of the Sarbanes-Oxley Act of 2002.
Since our common stock is not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance requirements established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These include rules relating to independent directors, director nomination, audit and compensation committees, retention of audit committee financial expert and the adoption of a code of ethics. Although a majority of our directors are considered independent and we have separately designated board committees consisting exclusively of directors who are considered independent, we expect that some or all of our independent directors will resign following the filing of this report. Accordingly, we expect that we will no longer be in compliance with such corporate governance standards. Unless we voluntarily elect to fully comply with those obligations, which we have not to date, the protections that these corporate governance provisions were enacted to provide, will not exist with respect to the Company.
If we fail to comply in a timely manner with requirements of Section 404 of the Sarbanes-Oxley Act of 2002, our business could be harmed and our stock price could decline.
Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal controls over financial reporting, and attestation of this assessment by our independent registered public accountants. The SEC has extended the compliance dates for smaller public companies, including us, such that the annual assessment of our internal controls requirement will first apply to our annual report for our first fiscal year ending December 31, 2008 and that the first attestation report of our assessment that our independent registered public accounting firm will need to complete will be required in connection with the preparation of our annual report for our fiscal year ending December 31, 2010. Compliance with these rules will require us to incur increased general and administrative expenses and management attention. The standards that must be met for management to assess the internal control over financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants. If we cannot assess our internal controls over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
A director of the company provides office space in New York City at no cost.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against us.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock currently trades on the OTC Bulletin Board under the symbol “PPBL.” The following table states the range of the high and low bid-prices per share of our common stock for each of the calendar quarters since our stock began trading in August 2006, as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. The last price of our common stock as reported on the OTC Bulletin Board on December 31, 2010 was $0.0028 per share. As of December 31, 2010, there were 123 shareholders of record of our common stock. This number does not include beneficial owners from whom shares are held by nominees in street name.
Fiscal Year 2012
Dividend Policy and Holders
No dividends have been paid to date on our common stock and no change of this policy is under consideration by our board of directors. Our board of directors is not required to declare or pay dividends on our securities. The payment of dividends in the future will be determined by our board of directors in light of conditions then existing, including our earnings, financial requirements, general business conditions, reinvestment opportunities, and other factors. There are otherwise no restrictions on the payment of dividends existing at this time. We had 123 stockholders of record of our common stock on March 31, 2010.
ITEM 6.
ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management’s Discussion and Analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this report are based on information available to us on the date hereof, and except as required by law, we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth in the section captioned "Risk Factors" in Item 1A and elsewhere in this report. The following should be read in conjunction with our audited financial statements and the related notes included elsewhere herein.
Overview and Recent Transactions
We have continued to incur significant losses since our inception. During fiscal years 2010 and 2011, we recognized losses of $344,434 and $153,802 respectively, and we had an accumulated deficit of $8,485,689 as of December 31, 2011.
The company in 2010 made the decision of transitioning from a publishing company to a corporate advisory company which will render expertise to both private and public companies in the areas of capital structure, capital markets access, mergers and acquisitions, management led buyouts out of court restructurings, recapitalization and bankruptcy planning.
The company continues to fortify this effort by continually seeking out and bringing highly qualified and talented individuals to the Board of Directors as well as agents for the company whom are willing to work for stock options.
We have not paid any salaries and do not expect to in the near future. Our Board members will be reimbursed for any out of pocket expenses related to their service as a Board Member but not be paid for attending Board meetings.
On September 20, 2007 several of our creditors filed for involuntary bankruptcy liquidation of our principal operating subsidiary Sobe Life LLC (“Sobe”). As of 2007 the operating subsidiary has been abandoned and the Secured Lien held by RR Donnelly & Co, Inc. was purchased by Chris Giordano our Co-Chairman and is held in the form of a Secured Promissory Note.
On August 7, 2007 while the company was still attempting to procure financing for its publishing business the Company engaged Totowa Consulting Group, Inc. to consult with us on credit matters and cash flow management. We have undertaken negotiations with several of our creditors in which we expect to be successful. However, we have not mitigated any of our obligations to date other than the Secured Promissory Note which as stated earlier is held by our Co-Chairman Chris Giordano.
In the event we cannot settle our debts or obtain additional financing we may be forced to suspend all public reporting with the SEC and in the extreme liquidate. To date the company has been primarily funded by our Co-Chairman Chris Giordano and in the event the as needed funding were to be interrupted the Company may be forced to suspend all public reporting with the SEC.
We are in default of the Secured Promissory Note held by Mr. Chris Giordano and on our Convertible Notes and we have a working capital deficit of $3,186,998.
Discontinued Operations
The Company discontinued all publishing activities, its sole business activity, during 2007. The net loss from discontinued operations for the year ending December 31, 2010 was $441,085.
For the period from May 1, 2004 through December 31, 2012, we have incurred a net loss from discontinued operations of $8,639,491.
Plans to Expand the Advisory Business Model and also Acquire a Profitable Operating Company
Our operations consist of building our advisory services business, attempting to settle our considerable debt, and also to identify and complete a business combination with an operating company as well to comply with our reporting obligations under federal securities laws.
We anticipate that the selection of a business combination will be complex and subject to substantial risk. Based on general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking access to the capital markets and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to incentivize key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock.
Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Unless we acquire an operating company, we do not expect to rehire our personnel, incur any capital expenditures, or incur any research and development expenses. Our ability to generate future revenue and earnings is dependent on our advisory services business model as well as identifying and acquiring an operating company.
We will continue to use our limited resources to pay for our minimal operations and legal, accounting and professional services required to prepare and file our reports with the SEC. Our remaining assets will only be sufficient to sustain us as a company for the short-term. There can be no assurance that we will be able to identify an acceptable operating company, complete an acquisition, or that any business we acquire will generate profits or increase the value of the Company. If we are unable to locate additional financing within the short-term, we will be forced to suspend all public reporting with the SEC and in the extreme possibly liquidate.
Liquidity and Capital Resources
We borrowed $42,400 in March of 2011in the form of 6 month promissory notes. They were due and payable and in default as of December 3, 2012.
Net cash used in operations was $-0- for the year ended December 31, 2012.
Net cash used in investing activities was $-0- for the year ended December 31, 2012.
Critical Accounting Policies and Estimates
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.
We believe that the following significant accounting policies are the most critical to an evaluation of our future financial condition and results of operations.
Revenues. Revenues are recognized only when realized / realizable and earned, in accordance with accounting principles generally accepted in the United States. 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.
Stock Based Compensation. We account for our stock-based compensation in accordance with SFAS No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.
Long-Lived Assets. We account for long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. 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.
Indemnification of officers and directors
Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (1) his act or failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.
This provision is intended to afford our directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, shareholders of our company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our company or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.
ITEM 7.
ITEM 7. FINANCIAL STATEMENTS
See pages through.
ITEM 8.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 8A. CONTROLS AND PROCEDURES.
Reference is made to the disclosures below under Item 8A(T) Controls and Procedures.
Item 8A(T). Controls and Procedures.
Disclosure Controls and Procedures
Our President being the sole member of our management, in his capacity as our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report (December 31, 2011), as is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures.
Based on that evaluation, our President concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective.
Our management has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Our President conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.
This annual report does not include an audit or attestation report of our registered public accounting firm regarding our internal control over financial reporting. Our management’s report was not subject to audit or attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Evaluation of Changes in Internal Control over Financial Reporting
Our President also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth quarter of 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that the improvements described below were the only such changes during the quarter. As of the end of the period covered by this Annual Report, no deficiencies were identified in our internal controls over financial reporting which constitute a “material weakness.”
Item 8B. Other Information.
None.
PART III
ITEM 9.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our directors and officers, as of March 31, 2011, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.
(a) Directors and executive officers:
The directors of the Company are elected to serve until the next annual shareholders' meeting or until their respective successors are elected and qualified. Officers of the Company hold office until the meeting of the Board of Directors immediately following the next annual shareholders' meeting or until removal by the Board of Directors.
The business experience, principal occupations and employment of each of the above persons.
Christopher A. Giordano - Mr. Giordano is the owner of Birchwood Capital Advisors, LLC., which provides financial and business consulting services to small and medium size businesses primarily in the bankruptcy and work-out arenas. Birchwood was the manager of the Distressed Opportunities Fund, LP from the period of 1990 thru 2001. The fund was a principal investor and or advisor to 37 Bankruptcies and Out of Court Restructurings. From 1980 thru 1990, Mr. Giordano served as a Senior VP in the Asset Management division Paine Webber. Mr. Giordano formed and owned Manchester Rhone Securities, an NASD member firm which underwrote several IPO's, until its sale in 1993. Mr Giordano
Omar G. Barrientos - Mr. Barrientos was the president, treasurer and a director of U.S.A. Sunrise Beverages Inc., from August 1990, until September 2002. From September 2002 to June 2006 Mr. Barrientos was the president, treasurer and a director of Sunrise U.S.A. Incorporated. Mr. Barrientos received a license as a Real Estate Mortgage Broker under the South Dakota Banking Commission in 1981 and was the principal of Ombar Financial Services, and its affiliates Tri-Star Financial Services Brokerage and Moody Trust Co., in Rapid City SD. From 1986 to 1990, Mr. Barrientos served as president of Mexico U.S.A. (member of a chain of Mexican restaurants) located in Rapid City, SD. Mr. Barrientos is the owner of 4,000,000 shares of the Company's common stock.
Pat LaVecchia served as Head of Private Equity at Bear Stearns and Head of Capital Markets at CS First Boston. Mr. LaVecchia received his MBA from Wharton University and serves as a Board Member of several different public companies.
Michael Rosenbaum-Now retired was formerly the Executive VP and Director of Vector Group, Inc a NYSE public company. He was also vice chairman of Skybox, Inc which was sold for over 300 million cash to Marvel Group. Within the last 18 months he sold his interest in a luxury beachfront real estate development project in Virgin Gorda BVI. He is a director of Common Sense- a feminine hygiene co and Lithotech Grou- a medical device co. He has a BA from yale and MIA and LLB from Columbia University.
(b) Significant Employees.
None.
(c) Family relationships.
None.
(d) Involvement in certain legal proceedings.
None.
(e) Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, 2009 all other such filing requirements applicable to our officers and directors were complied with.
(f) Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of our Code of Ethics to an appropriate person or persons identified in the code; and (v) accountability for adherence to our Code of Ethics. We will provide any person without charge a copy of our code of ethics upon receiving a written request which may be mailed to our office at 264 Union Blvd, First Floor, Totowa NJ 0712.
ITEM 10.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to annual compensation paid in 2008 and 2009 to the then Company's executive officers.
a. Two Million Options were granted to Mr. Michael Rosenbaum as part of his agreement to become a Director of the Company.
ITEM 11.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates the number of shares of our common stock that were beneficially owned as of March 31, 2010, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of common stock, (2) our directors, (3) our executive officers, and (4) our directors and executive officers as a group. In general, "beneficial ownership" includes those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights to acquire common stock through the exercise of stock options or warrants exercisable currently or that become exercisable within 60 days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. We based our calculation of the percentage owned on 98,128,139 beneficially owned shares outstanding on December 31, 2010 . The address of each director and executive officer listed below is c/o Premiere Opportunities Group, Inc., 264 Union Blvd, First Floor, Totowa NJ 0712.
(1)
Mr. Trump’s address is c/o the Trump Organization, 725 Fifth Avenue, New York, NY 10022. Mr. Trump was paid these shares as compensation for granting us the rights to publish the Trump Magazine which agreement was terminated on August 31, 2007.
(2)
Mr. Giordano is the beneficial owner of shares of common stock which were bought in the open market between .022C and .0269C and in conjunction with an option granted at .03 and .0375c. Mr Giordano had filed both Form 3 and Form 4 in conjunction with the purchases and option exercise. Mr. Giordano was also granted a share award agreement to purchase up to ten (10) percent of the Company's common stock based on certain criteria. See Exhibit A
(3)
Mr. Lavecchia was granted a share award agreement to purchase up to ten (10%) of the Company's common stock based on certain criteria. See Exhibit B
(4)
Mr. Rosenbaum was granted a one year option to purchase 2,000,000 shares of the Company's common stock at a price of .005c per share. The option was exercised.
ITEM 12.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
(a) Transactions with related persons.
Other than as disclosed below, none of the present directors, officers or principal shareholders of the Company, nor any family member of the foregoing, have or have had any interest, direct or indirect, in any transaction, the amount of which exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last three completed fiscal years, within the last fiscal year, or in any proposed. Management believes the following transactions are as fair to the Company and similar to terms that could be obtained from unrelated third parties.
(c) Corporate Governance
(d) Director independence
The directors of the Company are the executive officer of the Company and are direct and/or beneficial shareholders of the Company. Members of the Company's management may become associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates they will devote as much time to the Company's affairs as is reasonably needed.
The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if the Company should decline to do so. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.
(ii) Board meetings and committees; annual meeting attendance
The Board of Directors do not meet on a regular basis and take action as and when required. The Company does not have any standing audit, nominating, or compensation committees of the Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, 2010 all other such filing requirements applicable to our officers and directors were complied with.
ITEM 13.
ITEM 13. EXHIBITS
Exhibits have been filed separately with the United States Securities and Exchange Commission in connection with the Annual Report on Form 10-K or have been incorporated into the report by reference.
*
Incorporated by reference to the Registration Statement filed with the Commission on November 29, 2005 (333-129977)
**
Incorporated by reference to Form 8-K filed with the Commission on December 12, 2007 (000-52047)
***
Incorporated by reference to Form 10-QSB filed with the Commission on November 19, 2007 (000-52047)
****
Incorporated by reference to Form 10-KSB filed with the Commission on April 14, 2008 (000-52047)
*****
Filed herewith
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by our independent accountants in connection with statutory and regulatory filings or engagements.
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees."
Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, tax audit defense, customs and duties, and mergers and acquisitions.
All Other Fees consist of fees billed for products and services provided by the principal accountant, other than those services described above.
Audit Committee Pre-Approval Procedures
Our Board of Directors serves as our audit committee. Our Board of Directors approves the engagement of our independent auditors, and meets with our independent auditors to approve the annual scope of accounting services to be performed and the related fee estimates. It also meets with our independent auditors, on a quarterly basis, following completion of their quarterly reviews and annual audit and prior to our earnings announcements, if any, to review the results of their work. During the course of the year, our chairman has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. The chairman reports any interim pre-approvals at the following quarterly meeting. At each of the meetings, management and our independent auditors update the Board of Directors with material changes to any service engagement and related fee estimates as compared to amounts previously approved. During 2009, all audit and non-audit services performed by our independent accountants were pre-approved by the Board of Directors in accordance with the foregoing procedures.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
By: /s/ Omar Barrientos
Omar Barrientos
President, Principal Executive Officer
and Principal Accounting Officer
April 13, 2013
By: /s/ Christopher Giordano
Christopher Giordano
Director
April 13, 2013
By: /s/ Omar Barrientos
Director
April 13, 2013
Omar Barrientos
EXHIBIT A
Premiere Publishing Group, Inc.
1407, Broadway, Suite 1704
New York, NY 10018
Amendment and Extension of Share Award Agreement dated August 4, 2010
January 14, 2011
Mr. Chris Giordano, Co-Chairman
Premiere Publishing Group
This is an amendment (the "Amendment") to the agreement between you and Premiere Publishing Group, Inc. (the "Company") dated August 4th, 2010 (the "Agreement"). The Agreement granted you the right to receive up to ten (10%) of the fully diluted shares of common stock of the Company based on the issued and outstanding common shares of the company par value $0.0001 per share (individually, a “Share” and collectively, the “Shares”). The Agreement granted Common Stock at varying exercise prices ranging from $.03 to $0.10 per share We are pleased to inform you that the Board of Directors has approved the following provisions for acceleration of vesting and extension of the Agreement.
1. Extension of Share Award. This Amendment extends the expiration date of the shares awarded to an expiration date of December 31, 2012. Additionally, the dates for calculating the amount of shares to be issued under the Agreement will end on December 31, 2012. All other conditions of the Agreement remain unchanged.
2. Miscellaneous. This Amendment shall be binding upon the Company, its successors and assigns and shall be construed and interpreted under the laws of the State of New York. This Amendment to the Agreement supersedes all prior agreements between you and the Company relating to the subject matter of the share award of August 4th, 2010.
Please sign the enclosed copy of this letter and return it to the Company, to my attention, in the enclosed return Federal Express envelope or via PDF file.
Sincerely, Accepted:
_________________________ _________________________
Omar Barrientos
Mr. Chris Giordano
CEO/Premiere Publishing Group, Inc
Exhibit B
Premiere Publishing Group, Inc.
264 Union Blvd, First Floor
Totowa, NJ, 07512
Amendment and Extension of Share Award Agreement dated August 4, 2010
January 14, 2011
Mr. Pat LaVecchia, Co-Chairman
Premiere Publishing Group
Dear Pat:
This is an amendment (the "Amendment") to the agreement between you and Premiere Publishing Group, Inc. (the "Company") dated August 4th, 2010 (the "Agreement"). The Agreement granted you the right to receive up to ten (10%) of the fully diluted shares of common stock of the Company based on the issued and outstanding common shares of the company par value $0.0001 per share (individually, a “Share” and collectively, the “Shares”). The Agreement granted Common Stock at varying exercise prices ranging from $.03 to $0.10 per share We are pleased to inform you that the Board of Directors has approved the following provisions for acceleration of vesting and extension of the Agreement.
1. Extension of Share Award. This Amendment extends the expiration date of the shares awarded to an expiration date of December 31, 2012. Additionally, the dates for calculating the amount of shares to be issued under the Agreement will end on December 31, 2012. All other conditions of the Agreement remain unchanged.
2. Miscellaneous. This Amendment shall be binding upon the Company, its successors and assigns and shall be construed and interpreted under the laws of the State of New York. This Amendment to the Agreement supersedes all prior agreements between you and the Company relating to the subject matter of the share award of August 4th, 2010.
Please sign the enclosed copy of this letter and return it to the Company, to my attention, in the enclosed return Federal Express envelope or via PDF file.
Sincerely, Accepted:
_________________________ _________________________
Omar Barrientos
Mr. Pat LaVecchia
CEO/Premiere Publishing Group, Inc
PREMIER OPPORTUNITIES GROUP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 and 2010 (Audited)
CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
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Balance Sheets
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Statements of Operations
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Statements of Changes in Stockholders' Equity
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Statements of Cash Flows
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Notes to Financial Statements
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Stan J.H. Lee, CPA
2160 North Central Rd, Suite 209 * Fort Lee * NJ 07024
P.O. Box 436402 * San Diego * CA * 92143-9402
619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Premier Opportunities Group, Inc.
We have audited the accompanying consolidated balance sheets of Premiere Opportunities Group, Inc. (the Company) as of December 31, 2012 , and the related consolidated statements of operation, shareholders’ equity and cash flows for the year ended December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premiere Opportunities Group, Inc. as of December 31, 2012 , and the results of its operation and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in the notes to the financial statements, the Company has not established any source of revenue and lacks liquidity to
to service the obligations which raises substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Stan J.H. Lee, CPA
----------------------------------
Stan J.H. Lee, CPA
Fort Lee, NJ, 07024 US
April 13, 2013
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Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
Note 1 - Description of Business
Premiere Publishing Group, Inc. (“Premiere”) 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. Premiere and its subsidiaries (collectively, the “Company”) have limited operations.
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.
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 an accumulated deficit of $8,209,042 and a working capital deficit of $1,862,715. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon its ability to repay its substantial indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to, liquidate available assets, restructure the company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Discontinued Operations
The Company discontinued all publishing activities, its sole business activity, during 2007. the company had a net income from discontinued operations of $276,647 and $153,802 for the years ended December 31, 2012 and 2011, primarily from the write-off of stale accounts payable (see Revenue Recognition policy below).
Plan of Operations
We have ceased all publishing operations, and our operations consist solely of attempting to preserve our status as a public company, seek to compromise our debt and identify a business combination with an operating company. We will use our limited resources to pay for our minimal operations and legal, accounting and professional services required to prepare and file our reports with the SEC. Our remaining resources, however, will be sufficient to sustain us as an inactive company for only the short-term. If we are unable to locate additional financing within the short-term, we will be forced to suspend all public reporting with the SEC and possibly liquidate.
Our indebtedness is substantial which must be settled prior to undertaking an acquisition of an operating company. As of the date of this report, we have not settled any of our obligations and may be unable to do so. Failure to settle these obligations may also require us to suspend current filing with the SEC and force us to liquidate.
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Note 2 - Summary of Significant Accounting Policies
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. 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 7 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
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.
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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 years ended December 31, 2012 and 2011 was $-0- and $-0- respectively. The equipment had been abandoned during 2008 , and the remaining value of $41,633 was impaired at December 31, 2008.
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 years ended December 31, 2012 or 2011.
During the six months ended June 30, 2012 and the fourth quarter of 2011, 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 $421,000 and $400,000, 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 revenue.
Advertising expenses
Advertising costs are expensed when the advertising takes place. The total advertising expenses included in the consolidated statement of operations for the years ended December 31, 2012 and 2011 was $-0- 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 December 31, 2012, 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 2009 through 2012.
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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 year ended December 31, 2012 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 December 31, 2012 or 2011 the Company had no amounts in excess of the FDIC limit.
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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 December 31, 2012, potential dilutive securities were convertible notes that are convertible into 1,000,000 shares of common stock. For the years ended December 31, 2012 and 2011, the Company incurred a net loss; therefore the effect of any dilutive securities would be anti-dilutive.
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 December 31, 2012 the Company has 142,514,199 shares of its $0.001 par value common stock issued and outstanding. In addition common stock subscriptions of $57,400 have been received.
Warrants
As of December 31, 2010 the Company had the following warrants for the purchase of shares of common stock issued and outstanding:
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Note 4 - Accounts and Notes Payable
Accounts Payable
The Company’s consolidated accounts payable at December 31, 2011 is $72,000. On August 28, 2007 386 PAS Partners LLC, the Company’s former landlord, was granted a judgment against the Company for unpaid rent, which amount is included in accounts payable.
During the six months ended June 30, 2012 and the fourth quarter of 2010, 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 $421,000 and $400,650, respectively 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 revenue.
Secured Note Payable
The Company (Premiere, Poker Life and Sobe, jointly and severally) entered into a settlement agreement with R.R. Donnelly & Sons Company (“Donnelly”) on June 6, 2007. As part of the settlement, the Company issued to Donnelly a Secured Promissory Note in the principal sum of $601,048, with an interest rate of 9% per annum and a requirement for monthly payments of $43,577, and granted Donnelly a first lien security interest in all of the Company’s assets. The Company was unable to meet the monthly payments and Donnelly obtained judgment in the amount of $653,841. This note was subsequently sold to a Director of the Company. The balance of this note plus accrued interest totals $963,294 and $904,450 at December 31, 2012 and December 31, 2011 respectively. A related party has purchased this note from R.R. Donnelly & Sons Company.
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 $102,306 and $95,602 at December 31, 2012 and December 31, 2011 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 $385,115 and $1,158,534 at December 31, 2012 and December 31, 2011.
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.
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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 $0.075 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 Divine Notes and related accrued interest totaling $810,019 were converted into 24,100,000 common stock shares.
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.
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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:
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
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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 - 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 2012 and 2011, 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 $8,500,000 at December 31, 2012, and will expire in the years 2026 through 2032.
At December 31, 2012, deferred tax assets consisted of the following:
The utilization of the carryforwards is dependent upon the Company's ability to generate sufficient taxable income during the carryforward period. In addition, utilization of these carryforwards may be limited due to ownership changes as defined in the Internal Revenue Code.
Note 8 - 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, 2011 due to the lack of marketability of the minority interest. Direct LED, Inc. filed its S-1 Registration Statement with the Securities and Exchange Commission on July 18, 2012.
Note 9 - Other Events
On March 15, 2012 the Company signed a Letter of Intent to acquire Global Products Holdings, Inc. ("Global") in a reverse merger transaction. Global is a fully integrated design, apparel and manufacturing company based in NYC Global has closed the acquisition of 11 labels in the "sleepwear" category. Global Products Holding, Inc. has also signed definitive agreements with Triana Stores of Korea.
On March 29, 2012 the Company signed a letter of intent with Defense Technology Corporation (“DTC”) to advise the company in the funding, capital structure, strategic planning and going public process. DTC was formed in 2007 to bring products to market in the areas of personal and collateral protection.
On May 17, 2012 the Company signed an advisory agreement with Flex Fuel Technologies, Inc. to assist the company with its strategic planning, EPA testing and budget planning for the future introduction of its products into the automotive aftermarket. The Company will also assist Flex Fuel Technologies, Inc. with its other goal of becoming a public company and expects the Company to file its registration statement with the Securities and Exchange Commission.
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