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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009

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

For the transition period from                to

Commission file number: 000-52047

PREMIERE PUBLISHING GROUP, INC.

(Exact name of small business issuer in its charter)

	Nevada		11-3746201
	(State or other jurisdiction		(I.R.S. Employer Identification No.)
	of  incorporation
	or organization)
	264 Union Blvd, First Floor, Totowa NJ 0712
	(Address of principal executive offices)
	(973-390-0072)
	(Issuer’s telephone number)
	(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

54,246,846 shares outstanding as of November 17, 2009.

 

PREMIERE PUBLISHING GROUP, INC.

INDEX

				Page
PART I			FINANCIAL INFORMATION				3
Item 1.			Financial Statements				3
			Consolidated Balance Sheets				3
			Condensed Consolidated Statements of Operations (Unaudited)				4
			Condensed Consolidated Statements of Cash Flows (Unaudited)				5
			Notes to the Condensed Consolidated Financial Statements (Unaudited)				6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations				10
Item 3.			Quantitative and Qualitative Disclosures About Market Risk				11
Item 4.			Controls and Procedures				11
Item 4T.			Controls and Procedures				12
PART II			OTHER INFORMATION				12
Item 1.			Legal Proceedings				12
Item 1A.			Risk Factors				12
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds				12
Item 3.			Defaults Upon Senior Securities				12
Item 4.			Submission of matters to a Vote of Security Holders				12
Item 5.			Other Information				12
Item 6.			Exhibits				12
			Signatures				13

 

PART I – FINANCIAL INFORMATION

Item 1.     Financial Statements

PREMIERE PUBLISHING GROUP, INC. and Subsidiaries

Consolidated Balance Sheets at September 30, 2009 (Unaudited)

and at December 31, 2008 (Audited)

 

				September 30,			December 31,
				2009			2008
				(Unaudited)			(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents			$	(2,834	)	$	(2,834	)
Debt issue costs (net of amortization of $59,150 and $47,320)				4,735			22,480
Total Assets				1,901			19,646
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable			$	1,311,011		$	1,131,011
Acrued officers compensation				180,000			180,000
Secured note and accrued interest payable				772,051			727,918
Unsecured notes and accrued interest payable				81,222			76,152
Convertible notes and accrued interest payable				761,431			753,129
Total Current Liabilities				3,105,715			2,868,210
Commitments and Contingencies				--			--
Stockholder's (Deficit)
Common Stock - $0.001 par value, 75,000,000 shares authorized,
54,246,846 shares issued and outstanding			$	54,247		$	54,247
Additional Paid-In Capital				4,951,161			4,945,161
Accumulated (Deficit)				(8,109,222	)		(7,853,972	)
Total Stockholders' (Deficit)				(3,103,814	)		(2,848,564	)
Total Liabilities and Shareholder's Deficit			$	1,901		$	19,646

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

PREMIERE PUBLISHING GROUP, INC. and Subsidiaries

Condensed Consolidated Statements of Operations and Discounted Operations

(Unaudited)

 

				Three Months Ended						Nine Months Ended
				September 30,			September 30,			September 30,			September 30,
				2009			2008			2009			2008
				(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues from Discontinued  Operations
Advertising, circulation, events  and other			$	--		$	--		$	--		$	--
Operating Expenses
Production, distribution and editorial				--			--			--			--
Selling, general and administrative				60,000			112,400			180,000			378,254
Consulting services				--			--			--			--
Total Operating Expenses				60,000			112,400			180,000			378,254
Loss From Operations				(60,000	)		(112,400	)		(180,000	)		(378,254	)
Other Income (Expense)
Interest expense and financing costs				(34,550	)		(52,073	)		(103,650	)		(156,219	)
Change in value of warrant and derivative liabilities				--			--			28,400			--
Total Other Income (Expense)				(34,550	)		--			(75,250	)		--
Income (Loss) Before Provision for  Income Taxes				(94,550	)		(164,473	)		(255,250	)		(534,473	)
Provision for Income Taxes				--			--			--			--
Net (Loss) From Operations			$	(94,550	)	$	(164,473	)	$	(255,250	)		(534,473	)
Net (Loss) Per Common Share			$	(0.002	)	$	(0.003	)	$	(0.005	)	$	(0.010	)
Weighted Average Common Shares Outstanding				54,246,846			54,2 46,846			54,246,846			54,246,846

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

PREMIERE PUBLISHING GROUP, INC. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

				Nine Months Ended
				September 30,			September 30,
				2009			2008
				(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)			$	(255,250	)	$	(534,473	)
Adjustment to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization expense				--			7,200
Common stock issued for services				--			--
Amortization of debt issue costs				17,745			17,745
Change in value of warrant and derivative liabilities				(28,400			--
Changes in assets and liabilities:
Prepaid expenses and other assets				--			100,000
Accounts payable				180,000			121,344
Accrued expenses				--			6,290
Accrued interest				85,905			131,894
Accrued officer's compensation				--			150,000
Net cash used in operating activities				--			--
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS				--			--
CASH AND CASH EQUIVALENTS, Beginning of period				(2,834	)		(2,834	)
CASH AND CASH EQUIVALENTS, End of period			$	(2,834	)	$	(2,834	)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid			$	--		$	--
Income taxes paid			$	--		$	--
Supplemental disclosure of cash flow information
Cash paid for:
Interest			$	--		$	--
Income Taxes			$	--		$	--
Supplemental disclosure of non-cash investing
and financing activities:
Rent contributed to capital			$	6,000		$	6,000

The accompanying notes are an integral part of these unaudited consolidated financial statements

Notes to the Condensed Consolidated Financial Statements
For the nine Months Ended September 30, 2009
(Unaudited)

Note 1 - Unaudited Financial Information

Premiere Publishing Group, Inc. (“Premiere”) was incorporated in Nevada on March 25, 2005. Premiere and its wholly owned subsidiary Poker Life LLC, (“Poker Life”) a New York limited liability company (collectively, the “Company”) have limited operations.

Going Concern

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has a history of net operating losses and as of September 30, 2009 the Company has an accumulated deficit of $8,109,222 and a working capital deficit of $3,108,549. 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.

Plan of Operations

We have ceased all publishing operations, and our operations consist solely of attempting to preserve our status as a public company, seek to compromise our debt and identify a business combination with an operating company. We will use our limited resources to pay for our minimal operations and legal, accounting and professional services required to prepare and file our reports with the SEC. Our remaining resources, however, will be sufficient to sustain us as an inactive company for only the short-term. If we are unable to locate additional financing within the short-term, we will be forced to suspend all public reporting with the SEC and possibly liquidate.

Our indebtedness is substantial which must be settled prior to undertaking an acquisition of an operating company. As of the date of this report, we have not settled any of our obligations and may unable to do so. Failure to settle these obligations may also require us to suspend current filing with the SEC and force us to liquidate.

Our primary objective is to identify a suitable operating company with a view to achieving long-term growth. As of the date of this report, we have not identified a particular industry and have determined not to restrict our search for a target company to any specific business, industry or geographical location.     As of the date of this report, we have not engaged in any specific discussions with any potential company regarding a transaction. In addition, although we have not developed any definitive criteria for evaluating a successful target.

Note 5 – Capital Stock

Common Stock

As of September 30, 2009 the Company has 54,246,846 shares of its $0.001 par value common stock issued and outstanding.

Registration Rights

The Company has granted piggy-back registration rights to the holders of the Divine Notes in respect of the shares of common stock in which the Divine Notes may be converted, which rights expire in November 2011. The cost to the Company of registering such shares shall not exceed $55,000. The Company is also obligated to register upon demand 28,000,000 shares of common stock at the sole expense of the Company.

Note 6 – Accounts and Notes Payable

Accounts Payable

The Company’s consolidated accounts payable at September 30, 2008 is $1,251,011.

Secured Note Payable

The Company (Premiere, Poker Life and Sobe, jointly and severally) entered into a settlement agreement with R.R. Donnelly & Sons Company (“Donnelly”) on June 6, 2007. As part of the settlement, the Company issued to Donnelly a Secured Promissory Note in the principal sum of $601,048, with an interest rate of 9% per annum and a requirement for monthly payments of $43,577 and granted Donnelly a first lien security interest in all of the Company’s assets. The Company was unable to meet the monthly payments and Donnelly obtained judgment in the amount of $653,841. The accompanying financial statements include $44,133 of interest expense for the nine months ended September 30, 2009, and a total balance due at September 30, 2009 of $772,051.

Unsecured Notes Payable

The Company has an unsecured note payable in the principal amount of $77,842. This note was issued to a vendor on August 23, 2007. The note bears interest at the rate of 10% per annum and required monthly payments of $4,500 with final payment due on July 15, 2008. The Company has made no payments under this note and the note is in default. The accompanying financial statements include $5,070 of interest expense for the nine months ended September 30, 2009 with a total balance due at September 30, 2009 of $81,222.

Convertible Notes Payable

The Company’s convertible notes payable consist of two series of unsecured convertible promissory notes; (i) $250,000 in principal amount of 8% convertible notes issued in 2005 to two investors as part of the Company’s 2005 bridge note financing (the “Bridge Notes”), and (ii) $480,000 in aggregate principal amount of 6% convertible notes issued in 2006 and 2007 to sixteen investors pursuant to a private placement offering conducted by Divine Capital Markets LLC (the “Divine Notes”).

The Bridge Notes

The Company has $250,000 of principal amount of 8% convertible promissory Bridge Notes with an original maturity date of October, 2005. The principal amount of each Bridge Note is convertible, at the option of the holder at anytime into shares of the Company’s common stock at the rate of $0.25 per share. The Company may at its election, pay the interest due on the Bridge Notes in shares of common stock at the rate of $0.50 per share. The estimated number of shares potentially issuable upon an election to convert all of the Bridge Notes would be approximately 1,100,000 shares of common stock. The accompanying financial statements include $15,102 of interest expense for the nine months ended September 30, 2009, respectively with an aggregate balance due at September 30, 2008 of $345,149.

The Divine Notes

The Company has $480,000 of principal amount of 6% convertible promissory Divine Notes with an original maturity date of November, 2009. The principal amount of each Divine Note is convertible, at the option of the holder into shares of the Company’s common stock. The convertible notes accrue interest at 6% per annum and are due three years after issuance. The Company paid $69,800 in fees and commissions to Divine Capital Markets LLC as debt issue costs. Debt issue costs are being amortized over the term of the notes. The accompanying financial statements include $21,600 of accrued interest expense and $28,400 of debt issue costs amortization for the nine months ended September 30, 2009, respectively with an aggregate balance due at September 30, 2009 of $550,525 (with the unamortized discount of $141,433).

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 September 30, 2009 is $0.001125 per share and the estimated number of shares potentially issuable upon an election to convert all of the Divine Notes would be approximately 737,669,650 shares of common stock. The Company does not have a sufficient number of authorized and unissued shares of common stock to meet this obligation, and will be required to amend its articles of incorporation (which requires shareholder approval) in order to increase its number of authorized shares in order to meet such obligation.

Accrued Derivative Liability

The accrued derivative liability of $141,433 represents the September 30, 2009 unamortized fair value of the liability associated with the beneficial conversion feature associated with the conversion provision of the Company’s convertible notes and is recorded as a debt discount. The fair value of the beneficial conversion feature is measured at each reporting period with changes in fair value recognized in net income. The accompanying financial statements include $28,400 of amortization expense for the nine months ended September 30, 2009.

Note 7 – Officer’s Compensation

The Company had an employment agreement with its sole executive officer who is the Company’s sole employee, executive officer and a director. The agreement provides for the payment of annual compensation in the amount of $200,000 and other benefits. The Company’s financial resources were not sufficient to permit the payment of this compensation and the officer has terminated service as the Company’s sole executive officer. The accompanying financial statements include -0- and $100,000 of officer compensation expense for the nine months ended September 30, 2009, and 2008 and also include $180,000 of accrued and unpaid compensation due as of September 30, 2009.

On August 7, 2007 the Company entered into a Consulting Agreement together with an Investors Rights Agreement with Totowa Consulting Group, Inc. (“Totowa”). The agreements provide for Totowa to assist the Company in its negotiations with creditors and to advise the Company as to financing, cash flow management and business and financial planning. The term of the Consulting Agreement is for 24 months with a monthly fee of $20,000 and provides for the payment of the first seven months in advance with the issuance of 28,000,000 shares of restricted fully vested common stock. The accompanying financial statements include consulting fee expense of $180,000 for the nine months ended September 30, 2009.

The Consulting Agreement includes a provision for anti-dilution in value, whereby additional shares may be issued to Totowa in the event the trading price of the Company’s common stock declines to an amount less than the original issuance value of one-half of one cent ($0.005) per share as measured by the market price at the six month anniversary of the Agreement.

The Investor Rights Agreement, among other things, (i) prohibits Totowa from transferring its shares to anyone other than certain permissible persons for a period of one year from the date of the Agreement, (ii) grants Totowa registration rights in respect of its shares, and (iii) in the event the Company issues additional voting securities at any time during a period of seven years from the date of the Agreement, grants Totowa the right to purchase further securities in number sufficient for Totowa to maintain ownership of 51% of the outstanding voting securities of the Company at a purchase price equal to the price of Totowa’s original issuance of one-half cent per share.

Note 9 – Material Subsequent Events and Contingencies

The Company has evaluated subsequent events through November 17, 2009 the date the Form 10Q was filed with the Securities and Exchange Commission, which is the date the financial statements were issued. No events have occurred subsequent to November 17, 2009, that requires disclosure or recognition in these financial statements.

Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion of our plan of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report.

Forward Looking Statements

Because the Company intends to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding forward looking statements found in the following discussion and elsewhere in this report and in any other statement made by, or on the behalf of the Company, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. The Company disclaims any obligation to update forward-looking statements.

Readers are also urged to carefully review and consider the various disclosures made by the Company in this report that seek to advise interested parties of the risks and other factors that affect the Company's business. Interested parties should also review the Company's reports on Forms 10-KSB, 10-QSB, 10-Q and 8-K and other reports that are periodically filed with or furnished to the Securities and Exchange Commission. The risks affecting the Company's business include, among others: continuation as a going concern; obtaining financing and obtaining such financing on suitable terms; successful compromise or payment of the Company's substantial debt; the Company's continuing compliance with applicable laws and regulations; intellectual property challenges and claims; and success in identifying and acquiring a suitable acquisition or merger company. All forward-looking statements, whether made in this report or elsewhere, should be considered in context with the various disclosures made by the Company about its business.

Plan of Operation

Our business is the preparation for publication of specific interest magazines for others and the publication and distribution of our own magazine, titled "Poker Life Magazine." Our business is conducted through our principal operating subsidiary Poker Life LLC, a New York limited liability company. We also published the Trump Magazine under the terms of a license agreement with Donald Trump through our subsidiary Sobe Life LLC ("Sobe"), a Illinois limited liability company. Sobe has ceased operations and is the subject of an involuntary bankruptcy proceeding filed on September 20, 2007. The Company does not intend to oppose the involuntary proceeding and has written off and abandoned its interest in Sobe.

We have temporarily suspended publication of Poker Life Magazine and presently are earning no revenue. Before resuming publication we require additional financing and arrangements for the settlement of our debts. We have begun negotiations with our current creditors for the settlement of the amounts owed them. Such negotiations are continuing and we are unable to predict the outcome of these negotiations. In the event we are not successful in settling our liabilities, the Company may be forced to reorganize under the provisions of Chapter 11 of the Bankruptcy Code.

Our current funds are less than necessary for the continued operation of our business and are not sufficient to permit us to continue publishing. Our present operations depend upon the continued support of our shareholders and executive officer, and our continuation as a going concern is dependent upon continued financial support from these parties.
In order to resume publication and provide for future business, the Company requires additional financing. In addition, the Company will have to provide for the payment of its substantial debt which as of September 30, 2009 totals $3,105,715 of current liabilities.

We do not currently have any commitments for financing and we may not be able to find such financing and, if available, such financing may not be available on reasonable terms. Obtaining additional financing is subject to a number of factors, including market conditions and overall investor sentiment, and such factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has no market risk sensitive instruments.

Item 4. Controls and Procedures

The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is accumulated and communicated to management in a timely manner. The Company's principal executive officer and principal financial officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this quarterly report, and believe that the system is operating effectively to ensure appropriate disclosure.

Other than as described hereinabove, there has been no change in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 4T. Controls and Procedures

Not applicable.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Limitations on the Payments of Dividends

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No .						Exhibit
	31.1		*			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial & Accounting Officer
	32.1		*			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer and Principal Financial & Accounting Officer

* Filed herewith.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Premiere Publishing Group, Inc.
Date November 17, 2009			/ s/ Omar Barrientos
			President
			Principal Executive Officer and
			Principal Accounting Officer