Additionally, Premier recently entered into a strategic alliance with Stag Financial Group. Through this business alliance Stag Financial will provide Premier with various financial consulting services and assist Premier with utilizing its status as a publicly traded company to conduct occasional registered "spin-offs". Each such spin-off will result in a new stock dividends payable to Premier's loyal shareholders while increasing Premier's net income and enhancing its balance sheet. Premier anticipates conducting two to four such spin-offs each fiscal year. This Strategic Alliance is expected to be accretive to Premier's earnings per share (EPS).
I'm sure most of it is just PR but it shows the company is really thinking about it's shareholders
-------------------- If you made money, it was a good trade Posts: 453 | From: Cleveland, Ohio | Registered: Apr 2005
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muhahahaha!!!!!!! can't wait for next week...
-------------------- "Never stop dreaming." the most successful ppl in the world dream about things they want and then go after those dreams.. dream big and work to make those dreams a reality.
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man knock it off!! lol one of my picks getting all this goodness??? am I dreaming?? MUHAHAHAHA!!!!!
-------------------- "Never stop dreaming." the most successful ppl in the world dream about things they want and then go after those dreams.. dream big and work to make those dreams a reality.
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2005-05-13 17:37:02 Premier Development & Investment, Inc. Reports Increased First Quarter '05 Results
Restaurant Writers / Business Editors
DALLAS--(BUSINESS WIRE)--May 13, 2005-- Premier Development & Investment, Inc. (OTC Bulletin Board: PDVN), in releasing its financial results for the quarter ended March 31, 2005, announces that its revenue performance improved compared to the equivalent period in the prior year. Consolidated revenues for the first quarter of 2005 were $347,616, representing a $339,616 increase from the prior year revenues of $8,000. A net loss of $33,525 for this period compared to a net Loss of $7,930 in the first quarter of 2004. Commenting on the results, Eric Boyer, President and Chief Executive Officer, said, "We are very pleased to report this substantial increase in operating revenue over the prior year's results. The $27,195 increase in operating loss is primarily attributable to $36,616 in depreciation expenses that did not exist a year ago. In the area of liquidity and capital resources, over the past year we have worked diligently at improving our balance sheet and increased our assets and have seen improvement in our asset to liability ratios, all in an effort to deliver improved return on assets for our shareholders" Full details regarding the Company's performance and financial data for Q1 '05 can be found in the 10-QSB report, which was filed today with the Securities and Exchange Commission. A link can be found on the Company's website: http://www.premierdev.com/InvestorRelations under the tab, SEC Filings.
About Premier
Premier Development & Investment, Inc. is a publicly held developer and operator of theme-based restaurant and bar concepts. These concepts are developed internally and through partnerships with other restaurant developers with the intent of building them into full-fledged chains and franchise opportunities. Premier owns and operates the Player's Grille Restaurant and Bar(TM), a casual dining sports themed concept based in Florida. Premier Realty Holdings, Inc., a wholly owned subsidiary, operates Countrywide Realty Services, http://www.cw-realty.com , a full service commercial and residential listing brokerage firm specializing in selling, buying, or leasing properties and providing a full range of real estate services to the greater Miami and Southeastern Florida marketplace. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Premier Development & Investment, Inc.) contains statements that are forward-looking, such as statements relating to the future anticipated direction of the restaurant industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth and prospective dealings and joint venture projects. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Premier. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, domestic and global economic conditions, and changes in federal or state tax laws. For a description of additional risks and uncertainties, please refer to Premier's filings with the Securities and Exchange Commission.
KEYWORD: NORTH AMERICA TEXAS UNITED STATES INDUSTRY KEYWORD: RETAIL RESTAURANT EARNINGS SOURCE: Premier Development & Investment, Inc.
CONTACT INFORMATION: Premier Development & Investment, Inc. Investor Relations, 954-447-9268 ir@premierdev.com www.premierdev.com
-------------------- "Never stop dreaming." the most successful ppl in the world dream about things they want and then go after those dreams.. dream big and work to make those dreams a reality.
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U. S. Securities and Exchange Commission Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to -------------- ------------------
Commission File No. 000-33005
PREMIER DEVELOPMENT & INVESTMENT, INC. ----------------------------------------------------- (Exact name of Registrant as specified in its charter)
NEVADA 52-2312117 ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer Incorporation or Organization) Identification No.)
7475 Skillman, Suite C-102 Dallas, Texas 75231 --------------------------------------------------------------- (Address of Principal Executive offices)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 ------- -------
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
Class Outstanding at May 11, 2005 ----- ---------------------------
Common Stock, Class A, $0.00002 par value 68,424,069
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Transitional Small Business Disclosure Form (check one):
PREMIER DEVELOPMENT & INVESTMENT, INC. CONSOLIDATED BALANCE SHEET
March 31, December 31, 2005 2004 (unaudited) (audited) ----------- ------------ ASSETS
Current assets: Cash and cash equivalents $122,459 $146,934 Marketable securities 5,000 5,000 Due from affiliate 2,508 2,508 Inventory 23,275 20,279 Prepaid expenses 15,501 16,244 Promissory note 220,000 250,000 Other 2,341 - ---------- ---------- Total current assets $391,084 $440,965 ---------- ---------- Other assets: Equipment and leasehold improvements $558,016 $551,696 Less accumulated depreciation (98,567) (61,951) ---------- ---------- 459,449 489,745
Goodwill 868,586 868,586 Other - 4,149 ---------- ---------- Total assets $1,719,119 $1,803,445 ========== ==========
LIABILITIES
Current liabilities: Accounts payable $1,500 $2,571 Deferred tax 29,077 29,077 Promissory note 111,043 111,043 Due to affiliated companies controlled by a shareholder - 20,000 ---------- ---------- Total current liabilities $141,620 $162,691 ---------- ----------
Promissory note 64,427 -
Total liabilities $206,047 $162,691 ========== ========== Stockholders' equity: Common stock, class A, $0.00002 par value 1,250,000,000 authorized; 68,424,069 and 68,424,069 shares issued and outstanding, respectively $ 1,368 $ 1,368 Common stock, class B, $0.001 par value 10,000,000 authorized; -0- and -0- shares issued and outstanding, respectively - - Preferred stock, $0.001 par value 20,000,000 authorized; -0- and -0- shares issued and outstanding, respectively - - Additional paid in capital 1,526,208 1,526,209 Accumulated earnings (deficit) (14,504) 19,021 ---------- ---------- 1,513,072 1,546,598
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,719,119 $1,803,445 ========== ==========
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PREMIER DEVELOPMENT & INVESTMENT, INC. CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)
General and administrative expenses 219,317 14,330 -------- -------- Gain (Loss) on operations (33,525) (6,330) ======== ======== Other income (expense) - (1,600)
Net income (loss) (33,525) (7,930) ======== ========
(Loss) per common share
Basic NIL NIL ========= =========
Fully diluted NIL NIL ========= ========= Weighted average number of shares Basic 68,424,069 77,411,306
Fully diluted 72,924,069 89,411,306
</TABLE>
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PREMIER DEVELOPMENT & INVESTMENT, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
<TABLE> <CAPTION> 3-months 3-months Ended Ended 3/31/05 3/31/04 ------------- ------------- <S> <C> <C> Cash flows from operating activities: Net (loss) earnings ($33,525) ($7,930) Adjustments to reconcile net (loss) to cash provided by (used) in operating activities:
Depreciation 36,616 - Equity in (earnings) loss of investee - 1,600 Retirement of debt - (5,000) Donated services of officers - 1,200 Donated services of affiliates - 4,000 Increase in payables - - Increase in receivables - - Decrease in prepaid expenses 743 - (Increase) in inventory (2,996) - (Increase) in other (2,341) - Decrease in other assets 4,149 - (Decrease) in accounts payable (1,072) - (Decrease) in due to affiliate (20,000) - -------- -------- Total adjustments 15,099 1,800 -------- -------- Net cash provided by (used) in operations ($18,426) ($6,130) -------- -------- CASH FLOWS PROVIDED BY INVESTING ACTIVITIES Purchase of equipment and leasehold improvements (6,319) - Proceeds from promissory note receivable 30,000 - -------- -------- Net cash provided by (used) by investing activities $23,681 -
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES Stock subscriptions received - 28,004 Repayment of promissory note payable (29,730) -
Net increase (decrease) in cash ($24,474) $31,874
Cash at beginning of the period 146,934 33 -------- -------- Cash at end of the period $122,459 $ 21,907 ======== ======== </TABLE>
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PREMIER DEVELOPMENT & INVESTMENT, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY MARCH 29, 2001 (INCEPTION) TO MARCH 31,2005 (UNAUDITED)
<TABLE> <CAPTION> DEFICIT ACCUMULATED COMMON STOCK PREFERRED STOCK DURING THE CLASS A CLASS A PAID-IN DEVELOPMENT SHARES AMOUNT SHARES AMOUNT CAPITAL STAGE TOTAL ---------- -------- ---------- -------- ------- ------------ ---------- <S> <C> <C> <C> <C> <C> <C> <C> BALANCE, MARCH 29, 2001 (INCEPTION) $ - $ - $ - $ - $ - $ - $ -
Issuance of common stock to directors for services 1,500,000 1,500 1,500
Issuance of common stock to consultants for services 1,250,000 1,250 1,250
Issuance of common stock in connection with acquisition of marketable securities 350,000 350 23,090 23,440
Issuance of common stock in connection with the joint venture 1,000,000 1,000 59,000 60,000
Issuance of common stock in connection with exercise of stock options 1,250,000 1,250 61,250 62,500
Donated services by officers - - 7,200 7,200
Net loss during period - - - - - (17,103) (17,103) ---------- -------- ---------- -------- ------- ------------ ---------- BALANCE AT DECEMBER 31, 2001 (AUDITED) 5,350,000 $ 5,350 - $ - $150,540 $(17,103) $ 138,787 ========== ======== ========== ======== ======= ============ ==========
Donated services by officers - - 4,800 4,800
Net loss during period - - - - - (37,639) (37,639) ---------- -------- ---------- -------- ------- ------------ ---------- BALANCE AT DECEMBER 31, 2002 (AUDITED) 5,350,000 $ 5,350 - $ - $155,340 $(54,742) $ 105,948 ========== ======== ========== ======== ======= ============ ==========
Issuance of common stock for cash 687,500 12 - - 449,988 - 450,000
Issuance of common stock for acquisition of Players Grille 197,368 8 - - 449,992 - 450,000
Issuance of common stock for acquisition of Netex d/b/a Countrywide Realty 400,000 8 - - 431,992 - 432,000
Net income during year - - - - - 116,389 116,389 ---------- -------- ---------- -------- ------- ------------ ---------- BALANCE AT DECEMBER 31, 2004 68,424,069 $ 1,368 - $ - $1,526,208 $19,021 $1,546,597 ========== ======== ========== ======== ======= ============ ==========
Net loss during period - - - - - (33,525) (33,525) ---------- -------- ---------- -------- ------- ------------ ---------- BALANCE AT MARCH 31, 2005 (UNAUDITED) 68,424,069 $ 1,368 - $ -$1,526,208 ($14,504) $1,513,072 ========== ======== ========== ======== ======= ============ ==========
</TABLE>
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PREMIER DEVELOPMENT & INVESTMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 (UNAUDITED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations --------------------
Premier Development & Investment, Inc., ("Premier") a Nevada corporation organized on March 29, 2001, is a development stage company, and as such has devoted most of its efforts since inception to developing its business plan, issuing common stock, raising capital, establishing its accounting systems and other administrative functions.
Premier's strategy is to be a developer and operator of theme based restaurants and bars.
The interim financial statements are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The results of operations for the three-months ended March 31, 2005 are not necessarily indicative of the results for the entire fiscal year. The financial statements included herein are presented in accordance with the requirements of Form 10-QSB and consequently do not include all of the disclosures normally made in the registrant's annual Form 10-KSB filing. These financial statements should be read in conjunction the with audited financial statements and notes thereto contained in the Company's Annual Report for the fiscal year ended on December 31, 2004 filed on Form 10-KSB on April 7, 2005.
Consolidation -------------
The consolidated financial statements include the accounts and balances of Premier, and its two wholly owned subsidiaries, Player's Grille ("Player's") and Netex d/b/a Countrywide Realty Services, Inc. ("Countrywide"), (collectively, the "Company"). All significant intercompany accounts and transactions have been eliminated in the consolidating process.
Going Concern -------------
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred an overall net loss from its inception on March 29, 2001 through March 31, 2005. The Company does not have an established source of revenue sufficient to cover its operating costs and, accordingly, there is substantial doubt about its ability to continue as a going concern.
In order to develop an established source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management has formulated a plan to raise additional funding though private equity sales, providing consulting services, expanding upon its Players Grille concept, acquiring existing and profitable restaurant concepts, forming new joint venture projects, and continued contributions from the
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executive officers and members of the Board of Directors. All together these events should allow the Company to meet its forecasted working capital and capital expenditures for the next 12 months of operations. However, Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Marketable Securities ---------------------
Premier's security investments that were acquired in conjunction with the issuance of its common stock are held principally for the purpose of selling them in the near-term and are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in operations.
Investment in Investee ----------------------
Premier issued 50,000,000 (adjusted for a 50-for-1 forward stock split effected April 11, 2003) shares of its Class A voting common stock for a 20% interest in Coconut Grove Group, Ltd. This investment is accounted for using the equity method which is cost, as adjusted for Premier's proportionate share of undistributed earnings or losses as Premier can exercise significant influence over the financial and operating activities of Coconut Grove Group, Ltd. This investment was sold in fiscal 2004.
Equipment and Leasehold Improvements ------------------------------------
Equipment and leasehold improvements are stated at cost and includes expenditures, which substantially increase the useful lives of existing assets. Maintenance and repairs are charged to operations when incurred.
Depreciation of equipment and leasehold improvements is calculated using the straight-line method based on the respective assets estimated useful lives as follows:
Furniture & equipment 7 years Leasehold improvements 5 years
Depreciation expense for the year ended December 31, 2004 was $61,951.
Goodwill --------
The Company records its investment in goodwill in accordance with Financial Accounting Standards Board Statement No. 142 "Goodwill and Other Intangible Assets". Under this principle goodwill is not amortized, it is however tested for impairment at least on an annual basis. As of March 31, 2005, the goodwill recorded was found not to be impaired.
Concentration of Credit Risk ----------------------------
Financial instruments, which subject the Company to credit risk, consist primarily of cash and cash equivalents arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy
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financial institutions, however, cash balances have exceeded the FDIC insured levels at various times during the year.
Use of Estimates ----------------
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Income Taxes ------------
Premier records its federal and state tax liability in accordance with Financial Accounting Standards Board Statement No. 109 "Accounting for Income Taxes". The deferred taxes payable are recorded for temporary differences between the recognition of income and expenses for tax and financial reporting purposes, using current tax rates. Deferred liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
Earnings per Share ------------------
On March 3, 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 128, "Earnings Per Share", which provides for the calculation of Basic and Diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of the entity.
Premier adopted this pronouncement during the period and as such reported the basic earnings per share, based on the weighted average number of shares outstanding, and the fully diluted earnings per share as though all shares of Class A common stock issuable by Premier were outstanding, which includes 4,500,000 options to purchase common stock.
Advertising Costs -----------------
Premier expenses the production costs of advertising the first time the advertising takes place.
Fiscal Year -----------
The Company elected December 31 as its fiscal year end.
NOTE B - ACQUISITIONS
On July 29, 2004 Premier acquired Netex d/b/a Countrywide Realty Services, Inc. (Countrywide). Countrywide is engaged in the mortgage broker business. The results of operations of Countrywide are included in the accompanying financial statements since the date of acquisition. Premier issued 400,000 of its $.00002 par value common stock valued at $432,000 in connection with this acquisition. The total cost of the acquisition exceeded the fair value of the net assets of Countrywide by $432,000. This excess is being recorded as goodwill.
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On August 1, 2004 Premier acquired Players Grille, Inc. (Players). Players is engaged in the casual dining sports bar business. The results of operations of Players are included in the accompanying financial statements since the date of acquisition. Premier paid $325,000 in cash, issued a 5% promissory note in the amount of $225,000 and issued 394,736 of its $.00002 par value common stock valued at $450,000 in connection with this acquisition. The promissory note requires principal payments of $111,043 and $94,157 in 2005 and 2006, respectively. Of the common shares issued in this acquisition 197,368 shares are Rule 144 restricted common shares. The total cost of the acquisition exceeded the fair value of the net assets of Players by $436,586. This excess is being recorded as goodwill.
NOTE C - STOCK REGISTRATION
Premier has filed a registration statement with the Securities and Exchange Commission which was declared effective November 13, 2001, to register 6,735,000 shares of its $.001 par value Class A voting common stock on behalf of its stockholders'. In connection with the selling stockholders' registration and the incremental difference between the option and warrant exercise price compared to recent issuances of Premier's common stock, any offering costs (consisting of legal, accounting and filing fees) will be expensed as the benefit to the selling stockholders' and the incremental difference between the option and warrant exercise price compared to recent issuances of Premier's common stock do not allow the capitalization of such costs.
NOTE D - STOCK, WARRANT AND OPTION ISSUANCES
On March 29, 2001, 500,000 shares of Premier's $.001 par value Class A voting common stock and an option to purchase 250,000 shares of Premier's Class A voting common stock at a purchase price of five cents ($0.05) per share was issued to each director as compensation, in lieu of cash, for services. The stock was issued under the provisions of Rule 144 of the Securities Act of 1933, as amended. The options vest immediately and expire on the fifth anniversary of the date of their issuance.
On March 29, 2001, 250,000 shares of Premier's $.001 par value Class A voting common stock and an option to purchase 250,000 shares of Premier's Class A voting common stock at a purchase price of five cents ($0.05) per share was issued to an unrelated entity for consulting services. The stock was issued under the provisions of Rule 144 of the Securities Act of 1933, as amended. The options vest immediately and expire on the fifth anniversary of the date of their issuance.
In addition, this entity was granted 500,000 warrants to purchase the same number of Premier's $.001 par value Class A voting common stock at a purchase price of four dollars ($4.00) per share. The warrants expired on December 31, 2003.
On March 29, 2001, 250,000 options to purchase the same number of Premier's $.001 par value Class A voting common stock at a purchase price of five cents ($0.05) per share was issued to an unrelated entity to develop an investor relations program. The options vest immediately and expire on the fifth anniversary of the date of their issuance.
On March 29, 2001, 1,000,000 shares of Premier's $.001 par value Class A voting common stock was issued to several unrelated entities for consulting services provided to Premier. The stock was issued under the provisions of Rule 144 of the Securities Act of 1933, as amended.
On March 31, 2001, 350,000 shares of Premier's $.001 par value Class A voting common stock and 500,000 warrants to purchase the same number of Premier's $.001 par value Class A voting common stock at a purchase price of four dollars ($4.00) per share were issued in conjunction with the acquisition of 50,000 shares of Inform Worldwide Holdings, Inc.(OTC "IWWH") from two separate
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unrelated entities under a stock purchase agreement. The stock was issued under the provisions of Rule 144 of the Securities Act of 1933, as amended. The warrants, which may be redeemed by Premier under certain restrictions, expired on December 31, 2003.
On May 15, 2001, 15,000 options to purchase the same number of Premier's .001 par value Class A voting common stock at a purchase price of two dollars ($2.00) per share were issued to each member of the nine person advisory board to assist Premier on specific matters as they related to the individual board members expertise. The options vest immediately and expire on the third anniversary of the date of their issuance.
On May 15, 2001 Premier issued 2,000,000 warrants in the form of a stock dividend to all shareholders of record on May 15, 2001. The warrants would be divided equally based upon the number of Class A shares held. Each warrant is exercisable into a share of the Company's Class A voting common stock at a price of four dollars ($4.00) per share. The warrants, which may be redeemed by Premier under certain restrictions, expired on December 31, 2003.
In conjunction with all of the above outstanding issues of Premiers' $.001 par value Class A voting common stock, it was agreed that all insiders of Premier, including, but not limited to, officers, directors, and employees, shall enter into a binding Stock Lock-Up Agreement preventing the sale of any Class A voting common stock of Premier for a minimum of one-hundred eighty (180) days after the date that Premier's Class A voting common stock makes its first trade on the OTC Bulletin Board.
On July 30, 2001, 1,000,000 shares of Premier's $.001 par value Class A voting common shares were issued in conjunction with receiving a 20% interest in Coconut Grove Group, Ltd (the "Venture"). The stock was issued under the provisions of Rule 144 of the Securities Act of 1933. Premier will be involved in the day-to-day activities of the Venture, and will receive a quarterly fee equal to the greater of 1.5% of the Venture's net profits or $5,000. Profits will be allocated based upon ownership interests after withholding 35% for growth and expansion. Losses will be allocated and owing based upon ownership interest.
On November 30, 2001, owners of 750,000 of the $.05 stock options exercised the options. In connection with the exercise of the options, Premier was issued promissory notes in the amount of $36,000 in lieu of cash. In addition, owners of 500,000 of the $.05 stock options exercised the options. In connection with the exercise of these options, the entities elected to remit payment for some goods and services received by Premier in lieu of payment of cash to Premier. In both instances, the amount of non-cash payment to Premier is shown as a reduction in stockholder's equity as common stock subscribed.
On April 12, 2002, Premier issued an aggregate of 45,000 options (15,000 to each member of its three person Board of Directors) to purchase shares of Premier's Class A voting common stock at a purchase price of three-dollars ($3.00) per share. These options, issued to each director and officer as compensation, in lieu of cash, for services, were "out-of-the-money" when issued and therefore were recorded as having no value at the time of issue. The options vested immediately and expire on the fifth anniversary of the date of their issuance.
On April 20, 2004, Premier issued 500,000 shares of its $.00002 par value restricted common stock for cash in the amount of $350,000.
On September 30, 2004, Premier issued 137,500 shares of its $.00002 par value common stock for cash in the amount of $100,000
NOTE E - RELATED PARTY TRANSACTIONS
Andrew Jones, our Treasurer and Secretary, currently provides us with approximately 150 square feet of office space free of charge in an office
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building he leases in Dallas, Texas. Mr. Jones has no plans to begin charging us rent during the current fiscal year for the usage of this space.
NOTE F - DONATED SERVICES
For the three-months ended March 31, 2005, Eric R. Boyer, Premier's President and Chief Executive Officer, performed services on behalf of Premier with a fair market value of $600 and Andrew Jones, Premier's Secretary and Treasurer, performed services on behalf of Premier with a fair value of $600.
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Item 2. Management's Discussion and Analysis or Plan of Operation
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this quarterly report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. When used in this document, the words "anticipate", "believe", "estimate", "expect" and "intend" and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements reflect our current view(s) regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein.
Overview
We are a developer and operator of theme-based restaurants and bars, including our wholly owned subsidiary, Players Grille, Inc.
Results of Operations
For the ease of reference, we refer to the three-months ended March 31, 2005 as the quarter ended March 31, 2005 and the period of three-months ended March 31, 2004 as the quarter ended March 31, 2004. We reference the current fiscal year which ends on December 31, 2005 as fiscal 2005.
Revenues
For the quarter ended March 31, 2005, revenues increased $339,616, or 4,245.2%, to $347,616 compared to $8,000 for the quarter ended March 31, 2004. These revenues were generated from the operation of our two wholly owned subsidiaries, Players Grille, Inc. and Countrywide Realty Services, Inc
We anticipate our quarterly revenues will continue increasing significantly throughout fiscal 2005. These projected increases are anticipated to the continued operations and planned expansions at our wholly owned subsidiaries, especially our Players Grille operations.
Gross Profit
For the quarter ended March 31, 2005, our gross profit totaled $185,792 compared to $8,000 for the year ago period. This $177,792, or 2,222.4%, increase in gross profit was attributable to higher sales.
Cost of good sold during the quarter ended March 31, 2005 was $161,824 compared to $-0- for the same period a year ago. The sharp increase in cost of goods sold was the result of our operations at our wholly owned subsidiary Players Grille, Inc. compared to no similar ongoing operations during the quarter ended March 31, 2004.
Expenses
Operating Expenses. Our operating expenses consist primarily of personnel expenses, depreciation expenses, professional fees, consulting fees and marketing expenses. These expenses totaled $219,317 for the quarter ended March 31, 2005, which was an increase of $204,987, or 1,430.4%, compared to $14,330
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for the quarter ended March 31, 2004. The large increase was attributable primarily to operating our Players Grille, Inc. and Countrywide Realty Services, Inc. wholly owned subsidiaries.
Operating Loss
Our operating loss for the quarter ended March 31, 2005 was ($33,525) compared to an operating loss of ($6,330) for the quarter ended March 31, 2004. The $27,195, or 429.6%, increase in operating loss is primarily attributable to $36,616 in depreciation expenses that did not exist a year ago.
Other Income (Expenses)
We recorded expenses of $-0- and ($1,600) for the quarters ended March 31, 2005 and March 31, 2004, respectively. These expenses were to write-down the decline in value associated with our ownership in the Coconut Grove Group, Ltd. joint venture project. We sold our interest in Coconut Grove during the fiscal year ended December 31, 2004 and accounted for our ownership using the equity method of accounting. Our write-downs reflected our 20% ownership in the joint venture project.
Net Loss
Our net loss for the quarter ended March 31, 2005 was ($33,525) compared to a net loss of ($7,930) for the quarter ended March 31, 2004. This $25,595, or 322.8%, increase is primarily attributable to $36,616 in depreciation expenses that did not exist a year ago.
Liquidity and Capital Resources
Since our inception on March 29, 2001, we have financed our operating activities through private offerings of our equity securities and the personal contributions of our executive officers.
As of March 31, 2005, we had current assets aggregating $391,084, comprised of $122,459 in cash or cash equivalents, marketable securities valued at $5,000, a note receivable of $2,508, inventory of $23,275, prepaid expenses of $15,501, a promissory note payable to us of $220,000, and other consisting of $2,341.
As of March 31, 2005 we had other assets consisting of a $558,016 in equipment and leasehold improvements, less accumulated depreciation of ($98,567), and goodwill of $868,586.
As of March 31, 2005, we had current liabilities aggregating $141,620, comprised of accounts payable of $1,500, deferred tax liabilities of $29,077, and a promissory note payable by us of $111,043. We also had a long-term promissory note payable by us valued at $64,427. We do not anticipate taking on any material financial obligations or commitments that are not commensurate with increases in revenues and gross subsequent profits.
As of March 31, 2005 we had basic and fully diluted weighted average shares outstanding of 68,424,069 and 72,924,069, respectively. These represent declines of (8,987,237), or (11.6%), and (16,487,237), or (18.4%), respectively, from the quarter ended March 31, 2004. Management is continuing to explore additional methods, including additional share retirements and potential buybacks, to further reduce the number of shares issued and outstanding.
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Our Business
Overview
We are a holding company involved in the development and operation of theme-based restaurant and bar properties. We were incorporated in the state of Nevada on March 29, 2001 and just commenced full-scale operations on August 1, 2004.
Our Business Strategy
Our objective is to develop - either internally or through joint ventures and other similar partnership agreements - theme-based restaurant and bar concepts that may be expanded into full-fledged chains or franchise opportunities. By co-developing restaurant and bar properties in this manner we will be able to:
- reduce our financial risk by sharing in the development and marketing costs typically associated with opening new restaurants and bars;
- generate secondary or alternative revenue streams by providing professional restaurant and bar management consulting services through the collective expertise of our diverse management team; and
- better diversify our restaurant and bar portfolio to minimize our risk exposure to any single operation or concept.
To achieve our objectives, we have developed the following focal points and strategies we anticipate implementing in our future ventures:
Create a Fun, Energetic, Destination Drinking and Dining Experience. We wish to create and promote a fun, irreverent and socially interactive atmosphere. We intend to accomplish this by utilizing unique restaurant and bar layouts, featuring both well-known and up-and-coming live entertainment performers, including local and nationally known acts, and generating a festive atmosphere which should make our restaurants and bars fun and entertaining to our guests. We believe that if we are successful at achieving this goal, that customers will seek out our restaurants and bars for a wide variety of drinking and dining occasions, including weekend evenings, business occasions, social get-togethers with friends and family members, and regular after-work happy hours and weeknight dining.
Distinctive Theme-Based Concepts. With each restaurant and bar venture we participate in we wish to create a unique theme-based experience for our guests centered around our full bar service, dining offerings and daily entertainment. The theme will be carried throughout our guests' entire visit and will involve all aspects of the experience, including the exterior design of the building, interior layout and decorum, employee greetings and uniforms, specialty drinks and menu items, and souvenirs unique to that particular theme.
Comfortable Adult Atmosphere. Each restaurant and bar that we open will be primarily adult orientated. While children will be welcomed during daytime hours as long as they are accompanied by a responsible adult at all times during their visit, no one under 21 years of age (or the minimum legal drinking age as established by statute) will be allowed into our properties after 10pm local time. We believe that this policy will help maintain a fun and relaxed atmosphere that appeals to adult guests, and will help attract groups such as private parties and business organizations.
High Standard of Guest Service. We intend to foster a passionate culture of guest service among our employees, ranging from the general manager to the greeters, through intense training, constant monitoring and emphasizing consideration of our guests first and foremost in all decisions. From the
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moment a guest walks into the front door, we want our guests to experience a high level of guest service provided by a knowledgeable, energetic staff. Bar tenders will be required to be able to free pour simultaneously from multiple liquor bottles and perform "flare" techniques (flipping, tossing and twirling of liquor bottles) for our guests' entertainment; greeters and servers will be required to introduce guests to the theme-based concept, explain the drink and entree menus, and generally set the stage for a fun and unique experience for them at our theme-based restaurant and bar.
Pursue Disciplined Restaurant and bar Growth. Our management team intends to grow our company through consistent, disciplined expansion of our theme-based restaurants and bars. Through disciplined growth we will be able to better monitor new restaurant and bar openings and make sure that our guests have a positive experience and leave wanting to return again soon.
Provide Superior Drinking and Dining Value. We believe that our theme-based restaurants and bars should provide our guests with interesting, high quality drinks and entrees. Each theme-based restaurant and bar will serve a unique variety of original drinks, some available in take home souvenir glasses, and generously portioned original entrees - each designed to perpetuate and immerse the guest in the restaurant and bar's theme concept. It is our goal to generate a US$25 average check per guest, inclusive of food and drinks.
Our Industry Overview
In the United States, consumers are drinking and eating at restaurants and bars at ever increasing rates. According to the National Restaurant Association, the restaurant industry is expected to generate approximately $440.1 billion in sales during the course of 2004. This is up about 4.4% over 2003, which would comprise approximately 4% of the United States' Gross Domestic Product (GDP).
The restaurant industry is comprised of four basic segments: fast food, mid-scale, casual dining and fine dining. The industry itself is highly fragmented by the presence of thousands of independent "mom and pop" operators and small chains. We estimate that chain stores control approximately 61% of the fast food segment while controlling only about 22% of the other three segments combined. As such, we believe that operators of strong concepts, including our theme-based concepts, should be able to continue increasing their overall market share, especially in the casual dining segment.
Casual dining is the fastest growing segment of the restaurant industry. According to the National Restaurant Association, sales in this segment increased at a 6.9% annual compound growth rate throughout the 1990s, and are estimated at $44 billion annually. We believe that this segment of the restaurant industry will continue to benefit from current demographic trends, most notably a maturing baby-boomer population. The baby-boomers, or adults aged 37-55, tend to eat out more than the generations before them. Should this demographic trend continue, as they age so might their frequency for eating out. Another growing trend that we believe will contribute to further increases in casual dining is the two-income family, which may lead to more discretionary income but less discretionary time for cooking and cleaning at home.
In addition to consumers eating out more frequently, they are also drinking more than ever outside of their homes. According to Adams Business Media, a market research group, alcohol sales at restaurants and bars topped $61 billion in 2000, an all-time high. We believe this is statistically important because most drinks are typically marked up between 500% to 800%, which is about double the typical drink markup only four years ago. Should this trend continue, and we believe it will, sales of alcohol may become an increasingly more significant contributor to our overall sales and, possibly, the most significant contributing factor to our net income.
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Players Grille Restaurant and Bar
On August 1, 2004 we acquired Players Grille Restaurant and Bar - Fleming Island located in Jacksonville, Florida. The purchase price was one-million dollars (US$1,000,000) and was comprised of $325,000 in cash and the issuance of
197,368 shares of common stock, 197,368 shares of Rule 144 restricted common stock, and a two-year $225,000 promissory note bearing simple 5% interest payable in eight equal quarterly payments.
Players Grille is a theme-based casual dining sports bar. As part of the purchase we acquired all ownership and rights to the brand name and concept as well as the right of first refusal to purchase the original location, also located in the Jacksonville area.
Premier intends to open up to two new Players Grille locations within the Jacksonville area during the course of fiscal 2005. We also plan on introducing a franchising program for Players Grille during the second half of fiscal 2005.
Countrywide Realty Services
On August 1, 2004 we acquired Countrywide Realty Services located in Miami Lakes, Florida. The aggregate purchase price consisted of five hundred thousand (500,000) shares of Premier Development & Investment, Inc. common stock, of which eighty percent (80%) was restricted under Rule 144 and twenty percent (20%) was free-trading but relegated to a leak out agreement. Up to an additional five hundred thousand shares (500,000) of the Premier's common stock may be earned based on meeting certain revenue and profit targets.
Coconut Grove Group, Ltd. Joint Venture
On July 30, 2001, we entered into a joint venture agreement with Tiki Hut Enterprises, Ltd. ("Tiki Hut"), a private developer of restaurants and bars, for the formation of Coconut Grove Group, Ltd. ("CG Group").
Under the terms of the joint venture agreement, CG Group was initially capitalized with a US$3,000,000 cash investment commitment from Tiki Hut and an investment by us of 1,000,000 restricted shares of our common stock which were valued at US$60,000. The investment provided us with a 20% interest in CG Group and was recorded on our balance sheet using the equity method of accounting.
On December 22, 2004 we sold our 20% interest to a private investor for US$250,000. This resulted in a one-time gain for us. We are no longer associated with the CG Group venture.
Operations and Management
Our ability to effectively manage an operation, including high volume restaurants and bars, some with live entertainment offerings, is critical to our overall success. In order to maintain quality and consistency at each of our restaurant and bar properties we must carefully train and properly supervise our personnel and the establishment of, and adherence to, high standards relating to personnel performance, food and beverage preparation, entertainment productions and equipment, and maintenance of the facilities. Our current executive officers are capable of overseeing our planned growth over the next year. While staffing levels will vary from property to property, we anticipate our typical restaurant and bar property management staff to be comprised of a general manager, two assistant general managers, a kitchen manager, an assistant kitchen manager, a bar manager, and two assistant bar managers.
Recruiting. We actively recruit and select individuals who share our passion for guest service. Our selection process includes testing and multiple interviews to aid in the selection of new employees, regardless of their
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prospective position. We have developed a competitive compensation plan for restaurant and bar management that includes a base salary, bonuses for achieving performance objectives, and incentive stock options. In addition, all employees are entitled to discount meals at any of our restaurants and bars.
Training. We believe that proper training is the key to exceptional guest services. Each new management hire will goes through a 12-week training program that includes cross-training in all management duties. All non-management new hires go through a two-week training program where they learn all of our drink and food offerings, operational procedures and our point-of-sale (POS) computer system.
Management Information Systems (MIS). Each restaurant and bar property is equipped with a variety of integrated management information systems. These systems include an easy-to-use point-of-sale (POS) computer system which facilitates the movement of guest food and beverage orders between the guest areas and bar operations, kitchen operations, controls cash, handles credit card authorizations, keeps track of sales on a per employee basis for incentive awards purposes, and provides on-site and executive level management with revenue and inventory data. Additionally, we are implementing a centralized accounting system that includes a food cost program and a labor scheduling and tracking program. Physical inventories of food and beverage items will be performed on a weekly basis. Furthermore, daily, weekly and monthly financial information is provided to executive level management for analysis and comparison to our budget and to comparable restaurants and bars. By closely monitoring restaurant and bar sales, cost of sales, labor and other cost trends we are better able to control our costs and inventory levels, and identify problems with individual operations, if any, early on.
Secret Shopper. Because we believe exceptional guest services are paramount to our success, we employ a "secret shopper" program to monitor our quality control at all of our restaurants and bars. Secret shoppers are independent persons who test our food, beverage and service as customers without the knowledge of restaurant and bar management or personnel on a periodic basis and report their findings to our executive level management.
Marketing, Advertising and Promotion
Our marketing strategy is aimed at attracting new guests to our restaurants and bars through both traditional and more creative avenues. We focus on building a reputation among local guests (those living within a 20 to 30 mile radius), attracting out-of-towners and tourists, and hosting special events for corporate and special occasion purposes. This is accomplished through:
- pre-opening publicity;
- traditional paid advertising;
- building a community presence; and
- free media exposure.
When opening a new restaurant and bar property, we intend to hire a local public relations firm to assist us in establishing and sustaining our new operation. Such events would include pre-opening parties for local leaders, such as civic and media personalities, and hospitality industry leaders, such as key resort and hotel staff, meeting planners, and convention and visitors bureau representatives.
We then sustain our restaurant and bar awareness through traditional paid advertising outlets which includes radio and television spots, newspaper and magazine ads, billboards, direct mailings, and hotel concierge cards. Additionally, selective media spots will be purchased to advertise well-known headline performance acts when they are scheduled to perform at one of our restaurant and bar locations.
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Furthering our promotional activities, we work at establishing relationships with area businesses and residents by participating in high-profile events, festivals and sporting events.
And lastly, one of the most important aspects of our marketing strategy: we strive to generate "word of mouth" referrals. This is accomplished through guests leaving after having an exceptional visit to one of our establishments, through passive advertising from the wearing or use of our clothing and souvenirs sold at some locations, and delivering sample items and free offers to drive-time radio personalities and morning television hosts. The anticipated result will be earning free media exposure and invitations for return engagements such as our pre-opening parties.
While we do not have a fixed budget for marketing, we do not intend to spend more than 3% of revenues on marketing and promotion.
Acquisitions
Premier is also actively seeking additional acquisition prospects that would complement and accelerate its growth. Management's primary focus involving the realm of acquisitions involves seeking and acquiring new and innovative themed restaurant and bar concepts that have one to five operating units. Such concepts and acquisition targets could benefit from having a publicly traded parent company and would be prime candidates for future franchising efforts.
Strategic Alliances and Relationships
In February 2003 Premier entered into a strategic alliance with Stag Financial Group, Inc. Through this strategic alliance Premier and Stag Financial will work together to conceive and fund new restaurant and bar joint venture projects, assist growing Premier's revenue and income streams while enhancing the balance sheet, and create new financing opportunities to address Premier's growth and expansion needs.
Competition
The restaurant and bar industry is intensely competitive. We compete on the basis of taste, quality, price of drinks and food, guest service, location, ambiance, and ultimately, the overall drinking and dining experience of our guests. We compete against many well established competitors with substantially greater financial resources and a longer history of operations than we do. These competitors' resources and market presence may provide them with advantages in marketing, purchasing and negotiating prices and leases. Furthermore, not only do we compete with other restaurants and bars for sites, but we compete with other retail establishments. Changes in consumer tastes, economic conditions, demographic trends and the location and number of, and type of drinks and food served by, competing restaurants and bars could adversely affect our business as could the unavailability of experienced management and hourly employees.
Employees
As of March 31, 2005, we had approximately 63 employees.
None of our employees are covered by collective bargaining agreements, and we have never experienced an organized work stoppage or strike. We believe that our working conditions and compensation packages are competitive and consider relations with our employees to be very good.
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Property and Equipment
Through our wholly-owned subsidiary, Players Grille, Inc., a Nevada corporation, we presently lease approximately 6,084 square feet of restaurant/retail space in Orange Park, Florida. In this space we operate our Players Grille Restaurant and Bar, a casual dining, theme-based restaurant.
Through our wholly-owned subsidiary, Countrywide Realty Services, a Nevada corporation, we presently lease approximately 875 square feet of commercial/retail space in Miami Lakes, Florida. In this space we operate our Countrywide subsidiary.
Our Chairman, Treasurer and Secretary, Andrew Jones, provides us with approximately 150 square feet of office space free of charge in an office building he leases in Dallas, Texas. This space is considered our corporate headquarters and is where all administrative oversight occurs. Mr. Jones has no plans to begin charging us rent through the end of fiscal 2005.
Intellectual Property
We currently do not own any trademarks or servicemarks. We do own all of the rights to the brand Players Grille Restaurant and Bar. As we grow and develop additional theme-based concepts, we intend to register their respective trademarks and servicemarks with the United States Patent and Trademark Office and other similar international bureaus.
Government Regulations
Our restaurants and bars are subject to regulation by federal agencies and to licensing and regulation by state and local health, sanitation, building, zoning, safety, fire and other departments relating to the development and operation of restaurants and bars. These regulations include matters relating to environmental, building, construction and zoning requirements and the preparation and sale of food and alcoholic beverages. Our facilities must be licensed and subject to regulation under state and local fire, health and safety codes.
Each of our restaurants and bars are required to obtain a license to sell alcoholic beverages on the premises from a state authority and, in some certain locations, county and/or municipal authorities. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of each of our restaurants and bars, including the minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage and dispensing of alcoholic beverages. We have not encountered any material problems relating to alcoholic beverage licenses to date. The failure to receive or to retain a liquor license in a particular location could adversely affect that restaurant and bar and our ability to obtain such a license elsewhere.
We may become subject to "dram-shop" statues in various states which we may open or operate a restaurant and bar. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated individual. We intend to purchase liability insurance for protection against such potential liabilities that is consistent with coverage carried by other competitors in the restaurant and bar industry. However, even with such insurance coverage, a judgment against us under a dram-shop statute in excess of our liability coverage could have a material adverse effect on us.
Our operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship requirements and overtime. Some states have set minimum wage requirements higher than the federal level. Significant numbers of future hourly personnel at our
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restaurants and bars will be paid at rates related to the federal or state mandated minimum wage and, accordingly, increases in the minimum wage will increase our labor costs. Other governmental initiatives such as mandated health insurance, if implemented, could adversely affect us as well as the restaurant and bar industry in general. We are also subject to the Americans With Disabilities Act of 1990, which, among other things, may require certain renovations to our future properties to meet federally mandated requirements. The cost of such renovations, if any, is not expected to materially affect us or our operations.
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On January 22, 2004 we filed a civil suit in Dallas County, Texas naming Equitilink, L.L.C., James J. Mahoney, Thomas M. Mahoney and Shamrock Holdings as defendants. The defendants were served on January 30, 2004. The suit alleges that the defendants failed to render services as agreed upon in a October 1, 2003 contract thereby causing a breach of contract. The suit seeks recovery of 600,000 shares of our common stock plus other damages and relief. We do not believe that this suit will have any material adverse impact upon our operations or financial condition.
On August 25, 2004, we filed a civil suit in Dallas County, Texas naming Restaurant Training, Inc. and Lula Francis Platt as defendants. The defendants were served with process on September 7, 2004. The suit alleges that defendants failed to perform under a contract for services, conversion and suit for declaratory judgment. The suit seeks the recovery of $2,500.00, 10,000 shares of common stock and judgment declaring that Lula Francis Platt is not a rightful shareholder of Premier Development and Investment, Inc. We do not believe that this suit will have any material adverse impact upon our operation or financial condition.
On October 28, 2004, a civil suit was filed against us in Hillsborough County, Florida. The suit alleges conversion and civil theft. The Plaintiffs seek as damages 490,000 shares of common stock. We do not believe the validity or venue of this suit are proper and will aggressively defend ourselves.
On April 4, 2005, we filed civil suits in Dallas County, Texas naming Elizabeth Hansen d/b/a OTC Elite Group and Corporate Awareness Professionals, Inc. as defendants. The suits allege that the defendants failed to render services as agreed upon in August 14, 2003 contracts thereby causing breaches of contract. The suits seek recovery of 235,000 shares of our common stock plus other damages and relief. We do not believe that these suits will have any material adverse impact upon our operations or financial condition.
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We are not currently party to any other legal proceedings, nor are we aware of any other pending or threatened actions against us.
Item 2. Changes in Securities and Use of Proceeds
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 and Reports on Form 8-K
(A) Exhibits --------
99.1 Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification by Treasurer and Secretary pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(B) Reports on Form 8-K -------------------
Form 8-K filed on February 15, 2005 containing earnings guidance for the fiscal year ended December 31, 2004 and for the current fiscal year ending December 31, 2005
Form 8-K filed on March 2, 2005 containing the press release announcing January 2005 comparable same store sales results.
Form 8-K filed on March 24, 2005 containing the press release announcing February 2005 comparable same store sales results.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Premier Development & Investment, Inc. (Registrant)
Dated: May 13, 2005 By: /s/ Eric R. Boyer -------------------- Eric R. Boyer President and CEO
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PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
I, Eric R. Boyer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Premier Development & Investment, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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Date: May 13, 2005 /s/ Eric R. Boyer ------------------------------------------- Eric R. Boyer President and Chief Executive Officer Premier Development & Investment, Inc.
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
I, Andrew L. Jones, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Premier Development & Investment, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
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6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2005 /s/ Andrew L.Jones ------------------------------------------- Andrew L. Jones Treasurer, Secretary and Director Premier Development & Investment, Inc.
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</TEXT> </DOCUMENT>
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Premier Development & Investment, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric R. Boyer, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, 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 result of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of this 13th day of May, 2005.
/s/ Eric R. Boyer ------------------------------- Eric R. Boyer President and CEO Premier Development & Investment, Inc.
</TEXT> </DOCUMENT>
Exhibit 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Premier Development & Investment, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew L. Jones, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, 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 result of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of this 13th day of May, 2005.
/s/ Andrew L. Jones ------------------------------- Andrew L. Jones Treasurer and Secretary Premier Development & Investment, Inc.
</TEXT>
-------------------- "Never stop dreaming." the most successful ppl in the world dream about things they want and then go after those dreams.. dream big and work to make those dreams a reality.
Warning all posts by this person are considered to be false and not factual. Posts: 2201 | From: Tampa | Registered: Nov 2004
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posted
yes that is three PR's out friday night so all investors had time to look them over and see that PDVN is worth well over a buck...
-------------------- "Never stop dreaming." the most successful ppl in the world dream about things they want and then go after those dreams.. dream big and work to make those dreams a reality.
Warning all posts by this person are considered to be false and not factual. Posts: 2201 | From: Tampa | Registered: Nov 2004
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posted
Been looking at the 10k from yesterday. What does this mean?
As of March 31, 2005 we had other assets consisting of a $558,016 in equipment and leasehold improvements, less accumulated depreciation of ($98,567), and goodwill of $868,586.
What is goodwill of 868k ???
-------------------- If you made money, it was a good trade Posts: 453 | From: Cleveland, Ohio | Registered: Apr 2005
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posted
Goodwill A class of intangible assets such as a company's name and reputation.
Goodwill shows up on a company's books when it acquires another company, and naturally has to pay more for it than the listed book value of its assets. The excess paid is categorized as Goodwill, added to the acquiring company's balance sheet as an asset, and then depreciated over a period of years.
Posts: 243 | Registered: Apr 2004
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posted
now I am sure ya'll have read the PR's.. but looking back at the pps this was over a dollar after they sold the glove hold and they were half the buisness they are now.. well less then half... also the share count have gone down and revenus have sky rocketed... hmmmm muhahahaha
nothing has changed since their were a dollar other then we are doing 100% better in every area!
-------------------- "Never stop dreaming." the most successful ppl in the world dream about things they want and then go after those dreams.. dream big and work to make those dreams a reality.
Warning all posts by this person are considered to be false and not factual. Posts: 2201 | From: Tampa | Registered: Nov 2004
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Premier Development & Investment, Inc. Reports Increased First Quarter '05 Results Business Wire - May 13, 2005 5:37 PM (EDT)
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DALLAS, May 13, 2005 (BUSINESS WIRE) -- Premier Development & Investment, Inc. (OTC Bulletin Board: PDVN), in releasing its financial results for the quarter ended March 31, 2005, announces that its revenue performance improved compared to the equivalent period in the prior year. Consolidated revenues for the first quarter of 2005 were $347,616, representing a $339,616 increase from the prior year revenues of $8,000. A net loss of $33,525 for this period compared to a net Loss of $7,930 in the first quarter of 2004.
Commenting on the results, Eric Boyer, President and Chief Executive Officer, said, "We are very pleased to report this substantial increase in operating revenue over the prior year's results. The $27,195 increase in operating loss is primarily attributable to $36,616 in depreciation expenses that did not exist a year ago. In the area of liquidity and capital resources, over the past year we have worked diligently at improving our balance sheet and increased our assets and have seen improvement in our asset to liability ratios, all in an effort to deliver improved return on assets for our shareholders"
Full details regarding the Company's performance and financial data for Q1 '05 can be found in the 10-QSB report, which was filed today with the Securities and Exchange Commission. A link can be found on the Company's website: http://www.premierdev.com/InvestorRelations under the tab, SEC Filings.
About Premier
Premier Development & Investment, Inc. is a publicly held developer and operator of theme-based restaurant and bar concepts. These concepts are developed internally and through partnerships with other restaurant developers with the intent of building them into full-fledged chains and franchise opportunities. Premier owns and operates the Player's Grille Restaurant and Bar(TM), a casual dining sports themed concept based in Florida. Premier Realty Holdings, Inc., a wholly owned subsidiary, operates Countrywide Realty Services, http://www.cw-realty.com , a full service commercial and residential listing brokerage firm specializing in selling, buying, or leasing properties and providing a full range of real estate services to the greater Miami and Southeastern Florida marketplace.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Premier Development & Investment, Inc.) contains statements that are forward-looking, such as statements relating to the future anticipated direction of the restaurant industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth and prospective dealings and joint venture projects. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Premier. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, domestic and global economic conditions, and changes in federal or state tax laws. For a description of additional risks and uncertainties, please refer to Premier's filings with the Securities and Exchange Commission.
SOURCE: Premier Development & Investment, Inc.
Premier Development & Investment, Inc. Investor Relations, 954-447-9268 ir@premierdev.com www.premierdev.com
Copyright Business Wire 2005
Posts: 1035 | From: Ohio - USA | Registered: Apr 2005
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1> For the quarter ended March 31, 2005, revenues increased 4,245.2% 2> Same store sales increased 18.3% for the month of March 2005 3> For the quarter ended March 31, 2005, 2,222.4%, increase in gross profit was attributable to higher sales. 4> Customer counts in March, as represented by check count, saw more than a 24 % increase 5> Substantial increase in beer, wine and liquor consumption comps for the three month period, which were up 57%. 6> Premier intends to open up to two new Players Grille locations within the Jacksonville area during the course of fiscal 2005. They also plan on introducing a franchising program for Players Grille during the second half of fiscal 2005. 7> Premier is also actively seeking additional acquisition prospects that would complement and accelerate its growth. 8> PDVN has projected revenues for 2005 in the range of $ 2.5 – 3 million 9> Seeking AMEX or NASDAQ eligibility by end of fiscal year 2005.
No hype just the facts. All this information was obtained through Sec filings and company website.
Posts: 22 | From: Columbus, Ohio | Registered: May 2005
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posted
I really can't believe this dropped so far down.. My guess is they did it so an investor could pick up another million shares like he did and it will return to a dollar very soon.. within the month is my guess.
Posts: 127 | From: USA | Registered: May 2005
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-------------------- Long term investments are simply day trades that didn't work. (except QBID :P) Posts: 292 | From: Worcester, MA | Registered: Apr 2005
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posted
man this is running. glad they gave everyone all weekend to look over the filings and make a decision.
Posts: 127 | From: USA | Registered: May 2005
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Yep - PDVN is on fire! It's trying to break out in a major way. Moving nicely on small amount purchases.
Posts: 1035 | From: Ohio - USA | Registered: Apr 2005
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posted
I think it will be better for a slow climb so the day traders can take profit and not hurt us swing traders.
Posts: 127 | From: USA | Registered: May 2005
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-------------------- Long term investments are simply day trades that didn't work. (except QBID :P) Posts: 292 | From: Worcester, MA | Registered: Apr 2005
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posted
the best will be a nice slow run today and tomorrow.. then we will see some real gains. if we keep a good steady pace we could see this run all week.
Posts: 127 | From: USA | Registered: May 2005
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