This quarterly report on Form 10-Q and other reports filed by PREMIER PRODUCTS
GROUP, INC. (the "Company") from time to time with the SEC (collectively, the
"Filings") contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management as well as estimates and assumptions made by Company's
management. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the
date hereof. When used in the Filings, the words "anticipate," "believe,"
"estimate," "expect," "future," "intend," "plan," or the negative of these terms
and similar expressions as they relate to the Company or the Company's
management identify forward-looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions, and other factors, including the risks
relating to the Company's business, industry, and the Company's operations and
results of operations. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Except as required by
applicable law, including the securities laws of the United States, the Company
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are prepared in accordance with accounting principles
generally accepted in the United States ("GAAP"). These accounting principles
require us to make certain estimates, judgments, and assumptions. We believe
that the estimates, judgments and assumptions upon which we rely are reasonable
based upon information available to us at the time that these estimates,
judgments and assumptions are made. These estimates, judgments, and assumptions
can affect the reported amounts of assets and liabilities as of the date of the
financial statements as well as the reported amounts of revenues and expenses
during the periods presented. Our financial statements would be affected to the
extent there are material differences between these estimates and actual
results. In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management's judgment in its
application. There are also areas in which management's judgment in selecting
any available alternative would not produce a materially different result. The
following discussion should be read in conjunction with our financial statements
and notes thereto appearing elsewhere in this report.
Plan of Operation
As of the date of this Report, we are an emerging growth company that is
currently seeking a viable prospect to develop. We are not limiting our search
to any specific geographic region. Our plan of operation for the twelve months
following the date of this Report is to continue to review potential
acquisitions in the resource sector. Currently, we are in the process of
completing due diligence investigation of a letter of intent executed on October
8, 2018. We do not have enough funds currently on hand to cover our
administrative expenses for the next 12 months and therefore we will need
additional funding for the review, acquisition, and development of a mining
property once the same is identified. We anticipate that additional funding will
be required in the form of equity financing from the sale of our common stock or
debt financing.
Results of Operations
Comparison of Results of Operations for the three months ended March 31, 2020
and 2019
Total operating expenses, which included general and administrative expenses
incurred during the three-month period, ended March 31, 2020 were $0 compared to
$75,720 during the similar period in 2019, a decrease of $75,720. This decrease
was as a result of a decrease in professional fees of $60,720. Additionally, we
recorded other expenses of $2,930 for the three months ended March 31, 2020,
which included $3,984 gain on derivative liability and $6,914 in interest
expense, compared to the three months ended March 31, 201, where we recorded
$(3,371) change in derivative liability, interest expense of $6,599. We are
currently actively engaged in transitioning our business; incurring costs
associated with identifying businesses opportunities.
As a result, we incurred a net loss of $2,930, approximately $(0.00) per share,
during our three-month period ended March 31, 2020, compared to a net loss of
$85,58, approximately ($0.00) per share, during the three-month period ended
March 31, 2019.
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Cash flows from financing activities were $0 for the three-month period ended
March 31, 2020, compared to $51,559 during the three months ended March 31, 2019
as a result of our issuance of debt instruments. Cash flows provided by
investing activities were $0 for the three months ended March 31, 2020 and 2019.
Certain of our shareholders have provided us with loans and contributions
aggregating $308,134 as of March 31, 2020. These loans bare interest of 6% to 8%
and are due upon demand. We utilized the funds from these loans to cover our
costs for working capital.
We are not generating revenue from our operations, and our ability to implement
our new business plan for the future will depend on the future availability of
financing. Such financing will be required to enable us to identify and develop
alternative growing methods, new business acquisition opportunities, and
continue operations. We intend to raise funds through private placements of our
Common Stock and through short- term borrowing from our shareholders. Because we
have not identified or secured a specific acquisition as of the date of this
report we cannot estimate how much capital we will need to fully implement our
business plan in the future and there are no assurances that we will be able to
raise this capital. Our inability to obtain sufficient funds from external
sources when needed will have a material adverse effect on our plan of
operation, results of operations and financial condition. We need to raise
additional funds in order to continue our existing operations, to initiate new
projects and to finance our plans to expand our operations for the next year.
Liquidity and Capital Resources
As of March 31, 2020, we had cash or cash equivalents of $0.
Net cash used in operating activities was $0 during the three-month period ended
March 31, 2020, compared to $51,559 for the three-month period ended March 31,
2019. We anticipate that overhead costs in current operations will continue to
increase in the future once we identify and acquire additional business
opportunities to develop.
Inflation
Although our operations are influenced by general economic conditions, we do not
believe that inflation had a material effect on our results of operations during
the three-month period ended March 31, 2020.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the amounts of assets, liabilities, revenues, and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates based on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The following represents a summary of our critical
accounting policies, defined as those policies that we believe are the most
important to the portrayal of our financial condition and results of operations
and that require management's most difficult, subjective or complex judgments,
often as a result of the need to make estimates about the effects of matters
that are inherently uncertain.
Leases - We follow the guidance in SFAS No. 13 " Accounting for Leases ," as
amended, which requires us to evaluate the lease agreements we enter into to
determine whether they represent operating or capital leases at the inception of
the lease.
Recently Adopted Accounting Standards - As of November 1, 2011, we adopted new
guidance on the testing of goodwill impairment that allows the option to assess
qualitative factors to determine whether performing the two step goodwill
impairment assessment is necessary. Under the option, the calculation of the
reporting unit's fair value is not required to be performed unless as a result
of the qualitative assessment, it is more likely than not that the fair value of
the reporting unit is less than the unit's carrying amount. The adoption of this
guidance impacts testing steps only, and therefore adoption did not have an
impact on our consolidated financial statements. As of November 1, 2011, we
adopted new guidance regarding disclosures about fair value measurements.
The guidance requires that new disclosures related to activity in Level 3 fair
value measurements. This guidance requires purchases, sales, issuances, and
settlements to be presented separately in the rollforward of activity in Level 3
fair value measurements. There were various other accounting standards and
interpretations issued during 2010 and 2011, none of which are expected to have
a material impact on our consolidated financial position, operations or cash
flows.
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Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues, or expenses, results of operations,
liquidity, capital expenditures, or capital resources and would be considered
material to investors.
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