SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM 10-KSB
_______________________________
Annual Report Under Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 2007
Commission File Number: 000-1338929
PREMIERE PUBLISHING GROUP, INC.
(Name of small business issuer in its charter)
Nevada |
11-3746201 |
(State or other jurisdiction of
|
(IRS Employer Identification
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes [X] No [ ]
2
PREMIERE PUBLISHING GROUP, INC.
INDEX
Page
|
||
PART I |
4
|
|
Item 1. | Description of Business |
5
|
Item 1A. | Risk Factors |
7
|
Item 2. | Description of Property |
11
|
Item 3. | Legal Proceedings |
12
|
Item 4. | Submission of Matters to a Vote of Security Holders |
12
|
PART II |
12
|
|
Item 5. | Market for Common Equity and Related Stockholder Matters |
12
|
Item 6. | Management’s Discussion and Analysis |
13
|
Item 7. | Financial Statements |
16
|
Item 8. |
Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures |
16
|
Item 8A. | Controls and Procedures |
16
|
Item 8B. | Other Information |
17
|
|
||
PART III |
17
|
|
Item 9. |
Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act |
17
|
Item 10. | Executive Compensation |
|
Item 11. |
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters |
20
|
Item 12. | Certain Relationships and Related Transactions |
21
|
Item 13. | Exhibits and Reports on Form 10-KSB |
23
|
Item 14. | Principal Accountant Fees and Services |
24
|
3
You should keep in mind that any forward-looking statement made by us in this annual report or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this annual report after the date of filing, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this annual report or elsewhere might not occur.
In this annual report on Form 10-KSB the terms "Premiere," "Company," "we," "us" and "our" refer to Premiere Publishing Group, Inc. and its subsidiaries.
4
5
In applying the foregoing criteria, we will attempt to analyze all available, relevant and material factors and circumstances in order to make an informed decision. Potential opportunities may occur in different industries, in different geographic locations and at various stages of development, all of which will make the task of comparing, analyzing and evaluating business opportunities extremely difficult and complex.
Most acquisitions of private operating companies by public shell companies are completed by way of merger pursuant to which the shareholders of the private company acquire a substantial majority of the issued and outstanding shares of the pubic company after the merger is completed. These transactions are often referred to as “reverse acquisitions” or “reverse mergers” and generally result in substantial additional dilution to the ownership interests of the stockholders of the public company. If any transaction is structured in this manner, our stockholders will suffer substantial dilution. We may complete such an acquisition upon the sole determination of management and our directors, without any vote or approval by our stockholders. In certain circumstances, however, it may be necessary to call a stockholders' meeting and obtain approval of our stockholders, which may result in delay and additional expense in the consummation of any proposed transaction and may also give rise to certain appraisal rights to dissenting stockholders. Most likely, we will seek to structure any such transaction so as not to require stockholder approval.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and other professionals. If we decide not to complete a transaction after we have incurred material transaction costs in connection with the investigation, negotiation and documentation related thereto, such costs will likely not be recoverable.
Our ability to execute on these business objectives 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.
Employees and Consultants
We have terminated all personnel involved in publishing, and presently employ our President in our New York City, New York office. As of December 31, 2007, we have 1 employee,
6
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, 2007 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 we began operations in 2004, we have generated a profit only for the three month periods ended June 30, 2006 and September 30, 2006, and not in any other fiscal quarters or any fiscal year. We incurred net losses of $1,748,833, $1,805,079 and $3,283,794 for the years ended December 31, 2007, 2006 and 2005, respectively. We can give no assurance that we will be able to operate profitably in the future.
In each of the 4 years since we began operations, we have not generated enough revenue to exceed our expenditures. 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, 2007 our bank account was overdrawn by $2,834 and we had no other 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.
7
8
9
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 have less than 5 shareholders who in the aggregate own and control approximately 64% of our outstanding common stock.
We do not anticipate paying 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.
10
11
|
High |
|
Low |
||
|
|
||||
Fiscal Year 2006 |
|
|
|
|
|
Third Quarter |
$ |
1.0600 |
|
$ |
.6000 |
Fourth Quarter |
$ |
.7500 |
|
$ |
.3500 |
Fiscal Year 2007 |
|
|
|
|
|
First Quarter |
$ |
.5000 |
|
$ |
.1100 |
Second Quarter |
$ |
.5000 |
|
$ |
.0300 |
Third Quarter |
$ |
.0550 |
|
$ |
.0020 |
Fourth Quarter |
$ |
.0130 |
|
$ |
.0011 |
12
13
14
15
16
17
Name |
Age |
Position |
|
|
|
Michael Jacobson |
46 |
Chief Executive Officer, Secretary and Treasurer,
|
Christopher Giordano |
52 |
Director |
Omar Barrientos |
67 |
Director |
18
19
Name and Principal
|
Year |
Annual
|
Awards |
Payouts |
All Other
|
|
Michael Jacobson |
2006 |
$ 200,000 |
|
None |
None |
None |
President and Director |
2007 |
-0- |
(a) |
None |
None |
None |
Name and Address
|
Number of Shares Beneficially Owned
|
Percent of Class
|
Michael Jacobson
(1)
|
3,625,000 |
6.68% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All officers and directors as a group |
31,625,000 |
58.30% |
20
21
22
Exhibit
|
Description
|
|
3.1 |
|
Articles of Incorporation* |
3.2(i) |
|
By-Laws* |
3.2(ii) |
|
First Amended and Restated By-Laws of Premiere Publishing Group, Inc. dated December 14, 2007** |
4.1 |
|
Form of 8% Convertible Promissory Note* |
4.2 |
|
Form of 8% Senior Convertible Promissory Note* |
10.1 |
|
Publishing Agreement between Sobe Life, LLC and Trump World Publications LLC, dated May 28, 2004 (the “Publishing Agreement”)* |
10.2 |
|
Amendment to the Publishing Agreement dated July 27, 2005* |
10.3 |
|
Trump World License Agreement between Donald J. Trump and Sobe Life, LLC, dated May 28, 2004* |
10.3(i) |
|
Trump License Termination Agreement*** |
10.4 |
|
Distribution Agreement between Curtis Circulation Company, LLC and Sobe Life, LLC dated June 15, 2004* |
10.5 |
|
Independent Representative Agreement between the Registrant and Rob & Suz Consulting Inc. dated June 21, 2005* |
10.6 |
|
Employment Agreement with Michael Jacobson dated September 1, 2005* |
10.7 |
|
Agreement of lease between Sobe Life LLC and 386 Pas Partners, LLC, dated October 17, 2005* |
23
14.1 |
|
Code of Ethics**** |
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**** |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**** | |
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**** |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**** |
* |
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) |
|
|
**** |
Filed herewith |
For the year ended
2007
2006
Audit Fees
$ 8,000
$12,000
Audit-Related Fees
0
0
Tax Fees
0
0
All Other Fees
0
0
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.
24
|
PREMIERE PUBLISHING GROUP, INC. |
Dated: April 14, 2008 |
By: /s/ Michael Jacobson |
|
Michael Jacobson |
|
Chairman, President and CEO |
Signature |
|
Title |
|
Date |
By: /s/ Michael Jacobson |
|
Chief Executive Officer, Chief |
|
April 14, 2008 |
Michael Jacobson |
|
Financial Officer, Principal Accounting Officer and Director |
|
|
|
|
|
|
|
By: /s/ Christopher Giordano |
|
Director |
|
April 14, 2008 |
Christopher Giordano |
|
|
|
|
|
|
|
|
|
By: /s/ Omar Barrientos |
|
Director |
|
April 14, 2008 |
Omar Barrientos |
|
|
|
|
25
Premiere Publishing Group, Inc. and Subsidiaries
I N D E X
F-1
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholder of
Premiere Publishing Group, Inc.
We have audited the accompanying consolidated balance sheet of Premiere Publishing Group, Inc. as of December 31, 2007, and the related consolidated statements of discontinued operations, changes in stockholders’ equity and cash flows from discontinued operations for each of the two years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 the Company's internal control over its financial reporting. Our audit included 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Premiere Publishing Group, Inc. as of December 31, 2007, and the results of its consolidated discontinued operations and cash flows from discontinued operations for each of the two years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern unless it is able 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. Those conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Gruber & Company, LLC
Lake Saint Louis, Missouri
April 11, 2008
F-2
Premiere Publishing Group, Inc. and Subsidiaries
Consolidated Balance Sheet
As of December 31, 2007
Premiere Publishing Group, Inc. and Subsidiaries
Consolidated Statement of Discontinued Operations
For the Years Ended December 31, 2007 and 2006
|
Years Ended December 31
|
||||
|
2007
|
|
2006
|
||
|
|
||||
|
|
|
|
|
|
Revenues |
|
|
|
|
|
Advertising, circulation, events and other |
$
|
890,180
|
|
$
|
5,408,090
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
Production, distribution and editorial |
|
161,616
|
|
|
2,779,676
|
Selling, general and administrative |
|
2,690,836
|
|
|
3,756,442
|
Consulting services |
|
999,147
|
|
|
236,897
|
|
|
||||
Total Operating Expenses |
|
3,851,599
|
|
|
6,773,015
|
|
|
||||
|
|
|
|
|
|
Income (Loss) From Discontinued Operations |
|
(2,961,419)
|
|
|
(1,364,925)
|
|
|
|
|
|
|
Other Income (Expenses) |
|
|
|
|
|
Interest income, expense and financing costs |
|
(191,860)
|
|
|
(782,505)
|
Change in value of warrants and derivative liabilities |
|
745,682
|
|
|
342,351
|
Gain on disposition of subsidiary |
|
658,764
|
|
|
|
|
|
||||
Total Other Income (Expenses) From Discontinued Operations |
|
1,212,586
|
|
|
(440,154)
|
|
|
||||
|
|
|
|
|
|
Income (Loss) Before Provision For Income Taxes |
|
(1,748,833)
|
|
|
(1,805,079)
|
|
|
|
|
|
|
Provision For Income Taxes |
|
-
|
|
|
-
|
|
|
||||
|
|
|
|
|
|
Net Income (Loss) From Discontinued Operations |
$
|
(1,748,833)
|
|
$
|
(1,805,079)
|
============ | ============ | ||||
|
|
|
|
|
|
Net (Loss) Per Common Share |
$
|
(0.04)
|
|
$
|
(0.10)
|
============ | ============ | ||||
|
|
|
|
|
|
Weighted Average Common Shares Outstanding |
|
47,881,596
|
|
|
18,807,412
|
|
============
|
|
|
============
|
Premiere Publishing Group, Inc. and Subsidiaries
Consolidated Statement of Cash Flow From Discontinued Operations
For the Years Ended December 31, 2007 and 2006
|
Years Ended December 31
|
||||
|
|
2007
|
|
|
2006
|
|
|
||||
|
|
|
|
|
|
Cash Flows from Discontinued Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) |
$
|
(1,748,833)
|
|
$
|
(1,805,079)
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in
operating activities: |
|
|
|
|
|
Depreciation and amortization expense |
|
25,853
|
|
|
45,534
|
Common stock issued for services |
|
388,038
|
|
|
471,980
|
Amortization of debt issue costs |
|
20,190
|
|
|
339,369
|
Change in value of warrant and derivative liabilities |
|
(745,682)
|
|
|
(342,351)
|
Barter revenue |
|
(114,077)
|
|
|
(1,568,146)
|
Barter expenses |
|
957,721
|
|
|
986,892
|
Gain on disposition of subsidiary |
|
(658,764)
|
|
|
-
|
Changes in assets and liabilities: |
|
|
|
|
|
Accounts receivable |
|
321,044
|
|
|
(306,944)
|
Barter receivable |
|
581,254
|
|
|
-
|
Prepaid expenses and other assets |
|
(47,474)
|
|
|
(2,178)
|
Accounts payable |
|
(151,666)
|
|
|
996,542
|
Vendor notes payable |
|
722,869
|
|
|
-
|
Accrued compensation officer |
|
180,000
|
|
|
-
|
Accrued expenses |
|
(56,699)
|
|
|
62,989
|
Accrued interest |
|
194,839
|
|
|
195,509
|
Deferred revenue |
|
-
|
|
|
(15,350)
|
|
|
||||
|
|
|
|
|
|
Net cash used by Discontinued Operating Activities |
|
(131,387)
|
|
|
(941,233)
|
|
|
||||
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
Purchase of property and equipment |
|
-
|
|
|
(35,016)
|
Increase in restricted cash |
|
100,000
|
|
|
(100,000)
|
|
|
||||
|
|
|
|
|
|
Net cash used by Investing Activities |
|
100,000
|
|
|
(135,016)
|
|
|
||||
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
Proceeds from issuance of convertible notes |
|
20,000
|
|
|
460,000
|
Payment of debt issue costs |
|
(3,000)
|
|
|
(69,800)
|
Proceeds from exercise of warrants |
|
-
|
|
|
195,000
|
Proceeds (payment) to line of credit |
|
(100,000)
|
|
|
100,000
|
|
|
||||
|
|
|
|
|
|
Net cash from Financing Activities |
|
(83,000)
|
|
|
685,200
|
|
|
||||
|
|
|
|
|
|
Net (Decrease) Increase in Cash |
$
|
(114,387)
|
|
$
|
(391,049)
|
Cash at Beginning of Period |
|
111,553
|
|
|
502,602
|
|
|
||||
Cash at End of Period |
$
|
(2,834)
|
|
$
|
111,553
|
|
=============
|
|
|
=============
|
|
2007 |
2006 |
|||
|
|
||||
Cash paid during the periods for: |
|
|
|
|
|
Interest |
$ |
-0- |
$ |
-0- |
|
Income taxes |
$ |
-0- |
$ |
-0- |
During the year ended December 31, 2007, the Company issued 1,194,865 shares common stock for services valued in the aggregate at $288,038 or $.24 per share.
During the year ended December 31, 2007, the Company issued 28,000,000 shares common stock for services valued in the aggregate at $140,000 or $.005 per share.
During the year ended December 31, 2007, the Company’s President contributed $3,000 in value of office rent to additional paid in capital.
For the year ended December 31, 2006:
During the year ended December 31, 2006, the Company issued 1,140,000 shares of common stock to consultants for services rendered for a total value of $471,980 or $.41 per share.
During the year ended December 31, 2006, certain of the 8% bridge note holders converted $285,000 in principal plus accrued interest into 1,201,782 shares of common stock. or $.25 per share.
During the year ended December 31, 2006, certain of the 8% senior convertible promissory note holders converted $2,475,000 in principal plus accrued interest into 6,345,265 shares of common stock, or $.40 per share.
The accompanying notes are an integral part of these financial statements
F-6
Premiere Publishing Group, Inc. and Subsidiaries
Statements of Stockholder’s Equity
For the Years Ending December 31, 2007 and 2006
|
|
|
|
|
|
Additional
|
|
|
|
|
Total
|
|||
|
|
Common Stock
|
|
Paid In
|
|
Accumulated
|
|
Stockholders'
|
||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
(Deficit)
|
|
(Deficit)
|
||||
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance, December 31, 2005 |
16,064,934
|
|
$
|
16,065
|
|
$
|
1,733,779
|
|
$
|
(3,807,804)
|
|
$
|
(2,057,960)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock issued to consultants for services
rendered |
1,140,000
|
|
|
1,140
|
|
|
470,840
|
|
|
|
|
|
471,980
|
|
Conversion of bridge loans and accrued interest into
common stock |
1,201,782
|
|
|
1,202
|
|
|
314,689
|
|
|
|
|
|
315,891
|
|
Conversion of senior convertible promissory notes
and accrued interest into common stock |
6,345,265
|
|
|
6,345
|
|
|
2,706,472
|
|
|
|
|
|
2,712,817
|
|
Common stock issued for exercise of warrants |
300,000
|
|
|
300
|
|
|
194,700
|
|
|
|
|
|
195,000
|
|
Fair value of warrants transferred to liability |
|
|
|
|
|
|
(877,162)
|
|
|
|
|
|
(877,162)
|
|
Net (loss) |
|
|
|
|
|
|
|
|
|
(1,805,079)
|
|
|
(1,805,079)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance, December 31, 2006 |
25,051,981
|
|
$
|
25,052
|
|
$
|
4,543,318
|
|
$
|
(5,612,883)
|
|
$
|
(1,044,513)
|
|
======== | ====== | ======== | ======== | ======== | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Common stock issued to consultants for services
rendered |
1,194,865
|
|
|
1,195
|
|
|
286,843
|
|
|
|
|
|
288,038
|
|
Rent contributed by officer |
|
|
|
|
|
|
3,000
|
|
|
|
|
|
3,000
|
|
Common stock issued to consultants for services
rendered |
28,000,000
|
|
|
28,000
|
|
|
112,000
|
|
|
|
|
|
140,000
|
|
|
|
|
|
|
||||||||||
Net (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
(1,748,833)
|
|
|
(1,748,833)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balance, December 31, 2007 |
54,246,846
|
|
$
|
54,247
|
|
$
|
4,945,161
|
|
$
|
(7,361,716)
|
|
$
|
(2,362,308)
|
|
========
|
|
|
======
|
|
|
========
|
|
|
========
|
|
|
========
|
The accompanying notes are an integral part of these financial statements
F-7
Note 1 Description of Business
Premiere Publishing Group, Inc. (“Premiere”) was incorporated in Nevada on March 25, 2005. Premiere and its subsidiaries (collectively, the “Company”) have limited operations.
Going Concern
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company incurred a net loss of $1,748,833 and $1,805,079 for the years ended December 31, 2007 and 2006, respectively, and as of December 31, 2007 the Company has an accumulated deficit of $7,361,716 and a working capital deficit of $2,497,281. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon its ability to repay its substantial indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to, liquidate available assets, restructure the company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Discontinued Operations
The Company discontinued all publishing activities, its sole business activity, during 2007. The net loss for the year ending December 31, 2007 and the gain on the abandonment of Sobe resulted in a total net loss from discontinued operations of $1,748,833.
Plan of Operations
We have ceased all publishing operations, and our operations consist solely of attempting to preserve our status as a public company, seek to compromise our debt and identify a business combination with an operating company. We will use our limited resources to pay for our minimal operations and legal, accounting and professional services required to prepare and file our reports with the SEC. Our remaining resources, however, will be sufficient to sustain us as an inactive company for only the short-term. If we are unable to locate additional financing within the short-term, we will be forced to suspend all public reporting with the SEC and possibly liquidate.
Our indebtedness is substantial which must be settled prior to undertaking an acquisition of an operating company. As of the date of this report, we have not settled any of our obligations and may unable to do so. Failure to settle these obligations may also require us to suspend current filing with the SEC and force us to liquidate.
F-8
F-9
F-10
F-11
F-12
|
Warrants Outstanding |
Weighted
|
Aggregate
|
Outstanding, December 31, 2006 |
1,989,990 |
$0.58 |
$ 0 |
Granted |
- |
- |
|
Forfeited |
- |
- |
|
Exercised |
- |
- |
|
Outstanding, December 31, 2007 |
1,989,990 |
$0.58 |
$ 0 |
F-13
F-14
F-15
F-16
2007
Deferred tax assets
Net operating loss carryforward
$
2,797,000
Valuation allowance
(2,797,000)
Net deferred tax asset
$
-0-
==========
The utilization of the carryforwards is dependent upon the Company's ability to generate sufficient taxable income during the carryforward period. In addition, utilization of these carryforwards may be limited due to ownership changes as defined in the Internal Revenue Code.
Note 9 Commitments and Contingencies
Bankruptcy of Sobe Life LLC
On September 20, 2007 three creditors of Sobe filed a petition for involuntary bankruptcy with the United States Bankruptcy Court for the Southern District of New York. As of the date of the bankruptcy filing we had invested a total of approximately $3,800,000 in Sobe. Sobe had no cash resources and no assets of value. Accordingly, we do not expect any recovery of this amount.
None.
F-17
Exhibit 14.1
PREMIERE PUBLISHING GROUP, INC.
CODE OF ETHICS
Preface
The chief executive officer, chief financial officer, comptroller, chief accounting officer or persons performing similar functions (collectively, “Senior Financial Officers”) hold an important and elevated role in corporate governance. Senior Financial Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the enterprise’s financial organization, and by demonstrating the following:
I. Honest and Ethical Conduct
Senior Financial Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies and procedures that:
Encourage and reward professional integrity in all aspects of the financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial organization or the enterprise itself.
Prohibit and eliminate the appearance or occurrence of conflicts between what is in the best interest of the enterprise and what could result in material personal gain for a member of the financial organization, including Senior Financial Officers.
Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.
Demonstrate their personal support for such policies and procedures through periodic communication reinforcing these ethical standards throughout the finance organization.
II. Financial Records and Periodic Reports
Senior Financial Officers will establish and manage the enterprise transaction and reporting systems and procedures to ensure that:
Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established company financial policy.
The retention or proper disposal of Company records shall be in accordance with established enterprise financial policies and applicable legal and regulatory requirements.
|
|
|
Signature |
|
Date |
Print Name: |
|
|
Print Title: |
|
|
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
I, Michael Jacobson, certify that:
1. I have reviewed this annual report on Form 10-KSB of Premiere Publishing Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Michael Jacobson, certify that:
1. I have reviewed this annual report on Form 10-KSB of Premiere Publishing Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the accompanying Annual Report of Small Business Issuers of Premiere Publishing Group, Inc. (the Company) on Form 10-KSB filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael Jacobson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:
/s/ MICHAEL JACOBSON
Michael Jacobson
Chief Executive Officer
Premiere Publishing Group, Inc.
Date: April 14, 2008
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
In connection with the accompanying Annual Report of Small Business Issuers of Premiere Publishing Group, Inc. (the Company) Form 10-KSB filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael Jacobson, Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:
/s/ MICHAEL JACOBSON
Michael Jacobson
Treasurer and Secretary
Premiere Publishing Group, Inc.
Date: April 14, 2008