THE NUTJOB NEVER QUITS
*I wonder what it's like to live in your parents' basement and jack off to people reading your rambling, incoherent posts that we are all dumber for having seen? This StockdungU guy ain't had pussy since pussy had him! Not that his 2 inch Tootsie Roll would do him any good. Any thoughts?*
A LONG DAY OF BASHING AHEAD FOR OL' STOCKDUNGU
StockdungU Sunday, 04/19/15 07:56:14 PM
Re: StockBirds post# 4713
Post # of 4735
You dont want me to reply to you yet you ask me questions
Scott Sitra is JAWS of DEATH and his sidekick is FishChum Hume.
BLUU is a toxic dilution scam. The entity Mermaid in the filings is highly suspect.
StockdungU Monday, 04/20/15 05:09:30 AM
Re: StockBirds post# 4716
Post # of 4735
Reply to your posts, dont reply to your posts.
I wish you would make up your mind
Its plain and simple
BLUU is a toxic dilution scam / stock fraud.
You may also want to check out this other stock fraud of Scott Sitra. It was a China Wig Company. http://www.hotstocked.com/article/50232/sw-ch...o-the.html
But the wig company did not make it and now its a leader in the field of? Drum Roll please.
marijuana
StockdungU Monday, 04/20/15 09:17:43 AM
Re: None
Post # of 4735
Another day and another missleading fraudulent press release by JAWS of DEATH.
Most will see right through it. Some will get sucked in.
StockdungU Monday, 04/20/15 10:16:31 AM
Re: StockBirds post# 4725
Post # of 4735
OK, BLUU is 99.99% fraud and scam.
You win
StockdungU Monday, 04/20/15 10:25:02 AM
Re: StockBirds post# 4730
Post # of 4735
StockBird, who are you related to at BLUU?
I checked your profile qand you have only posted about BLUU and no other stock.
A one thread wonder
StockdungU Monday, 04/20/15 12:06:41 PM
Re: None
Post # of 4735
The BLUU stockfraud sinking again. GO BLUU!!
StockdungU Monday, 04/20/15 04:22:14 PM
Re: None
Post # of 4735
The $5,000 a month CYBER TOUtS OF TDM FINANCIAL should be putting out something if the script is followed about BLUU's GOLD RUMXP award (WHICH IS GIVEN IT APPEARS TO ALL THE LOSERS) The Best of class award was given to the winner.
Here is the link http://www.rumrenaissance.com/Competition2015.html
Here is the Best in Class award. Better luck next time JAWS
StockdungU Monday, 04/20/15 05:02:41 AM
Re: StockBirds post# 4717
Post # of 4735
Fish Chum HUME has been running the restaurant scam with JAWS for years.
100% Proof
Scott JAWS OF DEATH Sitra had a Lovely Bunch of Coconuts as seen in StockPatrol.com Investigative Report
Caribbean-themed restaurant indeed!!
=====================================================
PREMIER DEVELOPMENT & INVESTMENT, INC. (OTCBB: PDVN), Part I — GRASPING FOR “A-10-TION”
Investigative Reports
February 18 2004
Virtually everything has been devalued in recent years, so why not that hallowed rating - “10” on a scale of “10?”
A generation ago, a young actress with corn-row braids named Bo Derek earned that “perfect” rating and became a cultural icon – albeit briefly – as Dudley Moore’s obsession in Blake Edwards’ film “10.” Like the U.S. dollar, however, a “10” rating just isn’t what it used to be.
Earlier this month we received a promotional sheet called “Undervalued Report,” which claimed to be “finding you the best stocks on the street!” It did not, of course, identify the “street” where it had been searching for those banner investments. Intrigued, we read on as “Undervalued Report” revealed its “stock pick for the year 2004,” a company called Premier Development & Investment, Inc. (OTCBB: PDVN).
“Undervalued Report” lavished Premier Development with unabashed praise, rating the Company “10 out of 10,” advising readers that “f you buy one stock this year, this should be the one.” “The promoter also set a target price of $10 for Premier Development stock, which was trading at approximately $2.05. As of February 3, 2004, Premier Development shares were trading at $2.50. With approximately 76 million shares of common stock outstanding, that would make the Company worth something like $190 million.
Less lofty are the numbers contained in the Company’s financial statements. As of September 30, 2003 (the date of Premier Development’s most recent financial report), the Company has $25 in cash and another $5,000 in what it described as “marketable securities.” Premier Development had no revenues between July 1, 2003 and September 30, 2003, and only minimal income before that period.
Still, “Undervalued Reports” awarded Premier Development its “highest rating of 10 out of 10.”
By that standard, Bo Derek would be off the charts.
A Lovely Bunch of Coconuts
Back before he earned his fortune as the developer of such game shows as “Wheel of Fortune” and “Jeopardy,” Merv Griffin was a popular band singer who came to fame singing a novelty number called “I’ve Got a Lovely Bunch of Coconuts.”
Premier Development has been hinging its hopes on a different bunch of coconuts. The Company, which was formed in Nevada in March 2001, has been planning to open a chain of Caribbean-themed restaurants and bars called Coconut Grove Grille and Blue Water Bar. On July 30, 2001, Premier entered into a joint venture agreement with Tiki Hut Enterprises, Inc., described only as an “international business corporation” and private developer of restaurants and bars.
The joint venture, known as Coconut Grove Group, Ltd., is owned 80% by Tiki Hut and 20% by Premier Development, and managed by Premier. According to the Company, the venture intends to design, develop, finance and operate its “chain of theme-based casual restaurants and bars…in and around major tourist destinations throughout the Caribbean Sea and major U.S. cities.” According to the company, Coconut Grove Group was initially capitalized with a $3 million cash contribution from Tiki Hut and one million restricted shares of Premier Development stock.
Although the Company agreed to register those shares with the Securities and Exchange Commission within one year we could not find any Registration Statement reflecting that stock. We did discover, however, that Coconut Grove Group held 150,000 shares of Premier common stock, and 170,000 shares of convertible preferred stock as of March 25, 2003. Each of the preferred shares may be converted into five shares of common stock after March 1, 2004.
Two and one half years later there is no sign that the joint venture has moved forward. Premier Development’s Form 10-K Annual Report for the year ended December 31, 2001 claimed that construction on the first Coconut Grove restaurant would commence in Spring 2002, with a grand opening slated for fall 2002 “just prior to the peak tourist season.”
The Company repeated that projection the following year in its Form 10-K for the year ended December 31, 2002 – even though the anticipated construction and opening dates had already passed with no sign of a Coconut Grove restaurant and bar. The Company’s 2002 Form 10-K, which was filed on March 31, 2003, went on to say that “[w]e anticipate construction on the first unit will commence later this year with the grand opening of the first unit within six months from the start of construction.” Almost one year has passed since that document was filed and the inaugural Coconut Grove apparently remains in the development stage.
The joint venture with Tiki Hut was not the only avenue the Company was pursuing in its quest to enter the restaurant and bar business. On February 10, 2003, Premier issued a press release to announce that it had entered into a strategic alliance with Stag Financial Group, Inc. “to conceive new restaurant and bar joint venture projects, engage in two to four registered ‘spin-offs’ a year via stock dividends to Premier’s stockholders, and create new financing opportunities” for the Company. Premier was so confident in the prospects of this relationship that it predicted it would “increase this fiscal year’s Earnings Per Share (EPS) between $0.03 and $0.07”.
The February 10th release did not reveal the terms of the alliance, nor did it remind investors that Stag Financial had a pre-existing, and ongoing relationship with Premier. Stag Financial is controlled by J. Scott Sitra, whose father sits on Premier’s Advisory Board.
Stag Financial describes itself as an “international consulting and finance firm” that helps companies evolve from the development stage into profitable operating businesses, using a variety of devices, including reverse mergers and public shell corporations. It describes its mission as follows:
Stag Financial Group, Inc., was founded upon the belief that the myriad of securities laws and regulations are growing increasingly too complex and burdensome therefore preventing most up-and-coming businesses from gaining access to the world of public investment capital, a necessary step in the growth of the modern day business. Up until now only businesses whose management had ties to high-level investment banking executives were allowed access to public investment capital. Stag Financial levels the playing field by working exclusively with small businesses operating underneath Wall Street's radar screen to help them gain access to the public equity markets which allows them to secure the expansion and working capital required to grow and prosper in today's highly competitive business environment.
It is unclear whether Stag Financial intends to help Premier Development “secure the expansion and working capital required to grown and prosper,” but investors certainly can hope that any such assistance will be consistent with those “complex and burdensome” securities laws.
A review of Premier Development’s public filings indicates that Stag Financial has been a significant shareholder since its first public filing in July 2001. An Amended Form SB-2 Registration Statement filed with the SEC in November 2001 indicated that Stag Financial owned approximately 1.16 million shares of the Company’s common stock, or 12.2% of the outstanding shares. The SB-2 Registration Statement included 661,290 of those shares. Even more striking is the fact that, as of March 23, 2003, Stag had emerged as the Company’s single largest shareholder, with 911,290 shares (including 661,290 shares issuable upon the exercise of warrants), or 39% of the outstanding stock.
One year has passed since that announcement and those restaurant projects, spin-offs, and increased EPS have yet to materialize. On July 16, 2003, however the Company did announce plans to acquire a “theme-based casual dining restaurant located in the Caribbean.” In a press release issued on that date, Premier said that it had concluded its initial due diligence on the acquisition and that additional “independent” due diligence would be performed over the next ninety days.
Premier did not identify the name or location of the property, citing confidentiality, or state who would be conducting the “independent” due diligence investigation. It did reveal that the acquisition would be for cash and debt – although no amounts were mentioned – and claimed that the restaurant was “a well established business” which was continuing to grow in terms of annual revenues or net profits. However, no revenue figures were provided.
Seven months later there is no indication that the project has proceeded.
What has delayed the Company’s plan to open its first restaurant? The Company has not said. According to Premier Development, the projected construction cost of each restaurant is $1.5 million – a number that would seem easily attainable assuming Tiki Hut fully funded its $3 million contribution. Did Tiki Hut come up with the promised cash? We were unable to find any publicly filed documents that reflect that contribution or the joint venture’s cash position.
While there is no way to determine whether Tiki Hut deposited its entire cash contribution, the joint venture apparently was funded to some extent – and has accounted for the Company’s only income. Between 2001 and September 30, 2003, Premier received a total of $26,822 in management fees from Coconut Grove Group. Even that, however, is less than the Company might have expected. The joint venture agreement provided for a management fee equal to the greater of (i) two-percent (2%) of Coconut Grove Group's net profits, or (ii) $5,000 per fiscal quarter. Assuming those payments began with the third quarter of 2001, the Company would have earned a minimum of $40,000 by September 30, 2003.
Interestingly, Premier received no management fee payment for the quarter ended September 30, 2003. Did that mean the project had been abandoned, or that it was out of cash? The Company’s public filings do not provide that information.
With the Coconut Grove concept still on the drawing board, the Company says it is moving ahead on a second front. Premier recently announced that it was entering the real estate business. Will the results of that venture materialize more quickly than those restaurant/bars? We will explore the most recent moves for Premier – and its stock – in Part II of this series.
IF YOU HAVE QUESTIONS OR COMMENTS FOR STOCKPATROL.COM, CONTACT US AT editor@stockpatrol.com
=========================================
PREMIER DEVELOPMENT & INVESTMENT, INC. (OTCBB: PDVN), Part II - DO RESTAURANTS AND REALTY ADD UP TO RESULTS?
Investigative Reports
February 19 2004
Premier Development & Investment, Inc. (OTCBB: PDVN) was formed in March 2001 with a plan to open a chain of "theme-based" restaurants and bars to be called the Coconut Grove Grill and Blue Water Bar. Three years have passed, and the Company has no restaurants, no bars, and virtually no money. As of September 30, 2003 (the date of its most recent financial report) Premier had $25 in the bank. As we saw in Part I of this series, this did not discourage a paid promoter from touting Premier as a "10 out of 10" - its "highest" investment rating.
What would justify this unbridled optimism? Premier's newest project does not seem to provide the answers.
A Little Bit of Country
Despite its failure to open the first Coconut Grove Grill and Blue Water Bar, Premier continues to describe itself as "a publicly held developer and operator of theme-based restaurant and bar concepts." Recently, however, the Company has entered another industry. On January 13, 2004, the Company announced that it had signed a Letter of Intent to acquire Countrywide Realty Services, which it described as "one of South Florida's premier full-service independent real estate companies." The Company did not state where Countrywide's offices are located.
In a January 13th press release disclosing the potential acquisition, Premier did not reveal any terms of the deal, but promised an audit of Countrywide and predicted that the transaction would close within ninety days. The Company said that it would create a new realty division, Premier Realty Holdings, to manage Countrywide and seek further real estate related businesses.
According to Premier's President and Chief Executive Officer Eric Boyer, the Countrywide acquisition will give the Company in-house realty expertise that could reduce the costs associated with developing restaurants. For its part, Countrywide said it was excited to be joining Premier. Countrywide's President Joe Machado noted that "[w]ith Premier's assistance we intend to begin executing our new marketing and sales program shortly after consummating the merger and expect to start seeing significant increases in sales as early as the fiscal quarter ending June 30, 2004."
It is not clear how Premier's involvement will enable Countrywide to achieve those goals. Based upon the Company's most recent financial statements, it does not appear that Premier will be contributing significant capital to the real estate project and, as of March 2003, Premier had just two full time employees.
On the other hand, it is difficult for investors to assess the value of Countrywide. The January 13th press release claimed that Countrywide had "nearly doubled its sales force and achieved a 96% growth in fiscal 2003 revenue." Exactly what does that mean? How big was the sales force in 2002 - and what were the revenues?
Such obvious questions apparently did not concern the promoters who issued the "Undervalued Report." Despite the delayed debut of the first Coconut Grove Grill and Blue Water Bar, the undefined nature of the Company's potential real estate business, the absence of material revenues, and the woeful condition of Premier's bank account, those promoters called Premier a "rare opportunity," and bestowed upon it "a 10 out of 10 rating, which is our highest rating for potential returns." Perhaps that view was skewed by the 50,000 shares of Premier common stock "Undervalued Report" admittedly received from an unnamed "third party" to distribute their advertisement for the Company.
Less Is More, More or Less
Speaking of shares, Premier Development has kept one eye on the state of its outstanding shares - although the focus and philosophy seem to be constantly changing.
In the first quarter of 2003, the Company orchestrated a share exchange offer, giving shareholders an opportunity to swap their common stock for shares of restricted Class A Preferred Stock. Each of the preferred shares could be converted into five shares of common stock, but only after March 4, 2004. On March 3rd the Company announced that 3,675,000 common shares had been converted into 735,000 preferred shares.
Premier's President Eric Boyer claimed that the reduction of outstanding common shares "should make Premier much more attractive to new outside investors and joint venture partners." Still, while reducing the common share float might have an appeal to some investors, they certainly would be aware of the overhang created by the impending conversion of the preferred stock, which could restore the original common float.
As it turned out, however, the Company was soon sending mixed signals. On March 31, 2003, Premier approved a 50-for-1 forward split of the common stock - increasing the outstanding shares to 83,750,000. What had happened to the virtues of a reduced float? Why was the Company, which less than one month earlier vowed to reduce the outstanding common shares, now increasing them - by a multiple of fifty? President Boyer articulated a new perspective, declaring that "this forward split will serve to increase our stock's liquidity and broaden its marketability while enabling us to successfully complete pending business opportunities."
Had the Company's philosophy changed - in less than thirty days - and was Premier now determined to increase the number of outstanding shares? Not so fast. On July 9, 2003, the Company revealed that its Board of Directors had cancelled 1,120,000 shares of common stock, in order to "enhance stockholder valuations while improving our operating statements." Still, that hardly reduced the outstanding common stock to the level existing before the 50-for-1 split.
Premier was not done. On January 21, 2004, the Company announced that another 6,709,750 common shares had been cancelled, as well as all of the outstanding preferred shares. According to the Company, most of those cancelled shares had been owned by Premier's "insiders and early stage investors." The Company claimed that the latest reduction was in response to "recent improvements in Premier's overall business and general direction" - though those improvements have yet to be reflected in the financial statements.
That leaves approximately 76 million shares outstanding. The value of those shares has increased significantly over the past year, despite the Company's tepid balance sheet and failure to open any restaurant/bars. It has been something of a rollercoaster ride for investors, but with a decidedly upward slant.
On April 11, 2003, the day the 50-for one stock split became effective, Premier common stock closed at 3 cents a share. By July 16, 2003, the day the Company announced plans to acquire a Caribbean-themed restaurant, the shares traded as high as 28 cents. By August 6th, however, the stock price had descended once again, to 4 cents a share. Share prices remained at between 3 cents and 6 cents from early August through early November, and then began a gradual rise, to 61 cents at the end of December 2003.
Since the beginning of January 2004, Premier's stock price has soared, even though there is no indication that the Company's financial position has improved, and no further word on the state of those restaurant/bars. On January 20th stock prices hit a high of $3.30 a share. As of February 16th, Premier shares were trading at $2.50. On February 18th they dropped to $2.25, still quite pricey considering the Company's financial condition.
In its January 21, 2004 press release, Premier said that it would explore "a possible stock buyback" in the future. Based upon its September 30, 2003 financial position, which showed $25 in cash, the Company could repurchase about ten shares.
A significant portion of that price increase occurred at the time the Company issued its press release announcing the acquisition of Countrywide Realty Services. That in itself is puzzling since the press release provides few concrete details of the transaction or its potential financial benefit.
Now Premier wants to have its shares listed on a European exchange as well. The Company announced on February 13th that it would seek to list the shares on the German Stock Exchange in order to gain access to "100 million additional European investors."
IF YOU HAVE QUESTIONS OR COMMENTS FOR STOCKPATROL.COM, CONTACT US AT editor@stockpatrol.com
All content © 2006 StockPatrol.com. All rights reserved.
*I wonder what it's like to live in your parents' basement and jack off to people reading your rambling, incoherent posts that we are all dumber for having seen? This StockdungU guy ain't had pussy since pussy had him! Not that his 2 inch Tootsie Roll would do him any good. Any thoughts?*
A LONG DAY OF BASHING AHEAD FOR OL' STOCKDUNGU StockdungU Sunday, 04/19/15 07:56:14 PM
Re: StockBirds post# 4713
Post # of 4735
You dont want me to reply to you yet you ask me questions
Scott Sitra is JAWS of DEATH and his sidekick is FishChum Hume.
BLUU is a toxic dilution scam. The entity Mermaid in the filings is highly suspect.
StockdungU Monday, 04/20/15 05:09:30 AM
Re: StockBirds post# 4716
Post # of 4735
Reply to your posts, dont reply to your posts.
I wish you would make up your mind
Its plain and simple
BLUU is a toxic dilution scam / stock fraud.
You may also want to check out this other stock fraud of Scott Sitra. It was a China Wig Company. http://www.hotstocked.com/article/50232/sw-ch...o-the.html
But the wig company did not make it and now its a leader in the field of? Drum Roll please.
marijuana
StockdungU Monday, 04/20/15 09:17:43 AM
Re: None
Post # of 4735
Another day and another missleading fraudulent press release by JAWS of DEATH.
Most will see right through it. Some will get sucked in.
StockdungU Monday, 04/20/15 10:16:31 AM
Re: StockBirds post# 4725
Post # of 4735
OK, BLUU is 99.99% fraud and scam.
You win
StockdungU Monday, 04/20/15 10:25:02 AM
Re: StockBirds post# 4730
Post # of 4735
StockBird, who are you related to at BLUU?
I checked your profile qand you have only posted about BLUU and no other stock.
A one thread wonder
StockdungU Monday, 04/20/15 12:06:41 PM
Re: None
Post # of 4735
The BLUU stockfraud sinking again. GO BLUU!!
StockdungU Monday, 04/20/15 04:22:14 PM
Re: None
Post # of 4735
The $5,000 a month CYBER TOUtS OF TDM FINANCIAL should be putting out something if the script is followed about BLUU's GOLD RUMXP award (WHICH IS GIVEN IT APPEARS TO ALL THE LOSERS) The Best of class award was given to the winner.
Here is the link http://www.rumrenaissance.com/Competition2015.html
Here is the Best in Class award. Better luck next time JAWS
StockdungU Monday, 04/20/15 05:02:41 AM
Re: StockBirds post# 4717
Post # of 4735
Fish Chum HUME has been running the restaurant scam with JAWS for years.
100% Proof
Scott JAWS OF DEATH Sitra had a Lovely Bunch of Coconuts as seen in StockPatrol.com Investigative Report
Caribbean-themed restaurant indeed!!
=====================================================
PREMIER DEVELOPMENT & INVESTMENT, INC. (OTCBB: PDVN), Part I — GRASPING FOR “A-10-TION”
Investigative Reports
February 18 2004
Virtually everything has been devalued in recent years, so why not that hallowed rating - “10” on a scale of “10?”
A generation ago, a young actress with corn-row braids named Bo Derek earned that “perfect” rating and became a cultural icon – albeit briefly – as Dudley Moore’s obsession in Blake Edwards’ film “10.” Like the U.S. dollar, however, a “10” rating just isn’t what it used to be.
Earlier this month we received a promotional sheet called “Undervalued Report,” which claimed to be “finding you the best stocks on the street!” It did not, of course, identify the “street” where it had been searching for those banner investments. Intrigued, we read on as “Undervalued Report” revealed its “stock pick for the year 2004,” a company called Premier Development & Investment, Inc. (OTCBB: PDVN).
“Undervalued Report” lavished Premier Development with unabashed praise, rating the Company “10 out of 10,” advising readers that “f you buy one stock this year, this should be the one.” “The promoter also set a target price of $10 for Premier Development stock, which was trading at approximately $2.05. As of February 3, 2004, Premier Development shares were trading at $2.50. With approximately 76 million shares of common stock outstanding, that would make the Company worth something like $190 million.
Less lofty are the numbers contained in the Company’s financial statements. As of September 30, 2003 (the date of Premier Development’s most recent financial report), the Company has $25 in cash and another $5,000 in what it described as “marketable securities.” Premier Development had no revenues between July 1, 2003 and September 30, 2003, and only minimal income before that period.
Still, “Undervalued Reports” awarded Premier Development its “highest rating of 10 out of 10.”
By that standard, Bo Derek would be off the charts.
A Lovely Bunch of Coconuts
Back before he earned his fortune as the developer of such game shows as “Wheel of Fortune” and “Jeopardy,” Merv Griffin was a popular band singer who came to fame singing a novelty number called “I’ve Got a Lovely Bunch of Coconuts.”
Premier Development has been hinging its hopes on a different bunch of coconuts. The Company, which was formed in Nevada in March 2001, has been planning to open a chain of Caribbean-themed restaurants and bars called Coconut Grove Grille and Blue Water Bar. On July 30, 2001, Premier entered into a joint venture agreement with Tiki Hut Enterprises, Inc., described only as an “international business corporation” and private developer of restaurants and bars.
The joint venture, known as Coconut Grove Group, Ltd., is owned 80% by Tiki Hut and 20% by Premier Development, and managed by Premier. According to the Company, the venture intends to design, develop, finance and operate its “chain of theme-based casual restaurants and bars…in and around major tourist destinations throughout the Caribbean Sea and major U.S. cities.” According to the company, Coconut Grove Group was initially capitalized with a $3 million cash contribution from Tiki Hut and one million restricted shares of Premier Development stock.
Although the Company agreed to register those shares with the Securities and Exchange Commission within one year we could not find any Registration Statement reflecting that stock. We did discover, however, that Coconut Grove Group held 150,000 shares of Premier common stock, and 170,000 shares of convertible preferred stock as of March 25, 2003. Each of the preferred shares may be converted into five shares of common stock after March 1, 2004.
Two and one half years later there is no sign that the joint venture has moved forward. Premier Development’s Form 10-K Annual Report for the year ended December 31, 2001 claimed that construction on the first Coconut Grove restaurant would commence in Spring 2002, with a grand opening slated for fall 2002 “just prior to the peak tourist season.”
The Company repeated that projection the following year in its Form 10-K for the year ended December 31, 2002 – even though the anticipated construction and opening dates had already passed with no sign of a Coconut Grove restaurant and bar. The Company’s 2002 Form 10-K, which was filed on March 31, 2003, went on to say that “[w]e anticipate construction on the first unit will commence later this year with the grand opening of the first unit within six months from the start of construction.” Almost one year has passed since that document was filed and the inaugural Coconut Grove apparently remains in the development stage.
The joint venture with Tiki Hut was not the only avenue the Company was pursuing in its quest to enter the restaurant and bar business. On February 10, 2003, Premier issued a press release to announce that it had entered into a strategic alliance with Stag Financial Group, Inc. “to conceive new restaurant and bar joint venture projects, engage in two to four registered ‘spin-offs’ a year via stock dividends to Premier’s stockholders, and create new financing opportunities” for the Company. Premier was so confident in the prospects of this relationship that it predicted it would “increase this fiscal year’s Earnings Per Share (EPS) between $0.03 and $0.07”.
The February 10th release did not reveal the terms of the alliance, nor did it remind investors that Stag Financial had a pre-existing, and ongoing relationship with Premier. Stag Financial is controlled by J. Scott Sitra, whose father sits on Premier’s Advisory Board.
Stag Financial describes itself as an “international consulting and finance firm” that helps companies evolve from the development stage into profitable operating businesses, using a variety of devices, including reverse mergers and public shell corporations. It describes its mission as follows:
Stag Financial Group, Inc., was founded upon the belief that the myriad of securities laws and regulations are growing increasingly too complex and burdensome therefore preventing most up-and-coming businesses from gaining access to the world of public investment capital, a necessary step in the growth of the modern day business. Up until now only businesses whose management had ties to high-level investment banking executives were allowed access to public investment capital. Stag Financial levels the playing field by working exclusively with small businesses operating underneath Wall Street's radar screen to help them gain access to the public equity markets which allows them to secure the expansion and working capital required to grow and prosper in today's highly competitive business environment.
It is unclear whether Stag Financial intends to help Premier Development “secure the expansion and working capital required to grown and prosper,” but investors certainly can hope that any such assistance will be consistent with those “complex and burdensome” securities laws.
A review of Premier Development’s public filings indicates that Stag Financial has been a significant shareholder since its first public filing in July 2001. An Amended Form SB-2 Registration Statement filed with the SEC in November 2001 indicated that Stag Financial owned approximately 1.16 million shares of the Company’s common stock, or 12.2% of the outstanding shares. The SB-2 Registration Statement included 661,290 of those shares. Even more striking is the fact that, as of March 23, 2003, Stag had emerged as the Company’s single largest shareholder, with 911,290 shares (including 661,290 shares issuable upon the exercise of warrants), or 39% of the outstanding stock.
One year has passed since that announcement and those restaurant projects, spin-offs, and increased EPS have yet to materialize. On July 16, 2003, however the Company did announce plans to acquire a “theme-based casual dining restaurant located in the Caribbean.” In a press release issued on that date, Premier said that it had concluded its initial due diligence on the acquisition and that additional “independent” due diligence would be performed over the next ninety days.
Premier did not identify the name or location of the property, citing confidentiality, or state who would be conducting the “independent” due diligence investigation. It did reveal that the acquisition would be for cash and debt – although no amounts were mentioned – and claimed that the restaurant was “a well established business” which was continuing to grow in terms of annual revenues or net profits. However, no revenue figures were provided.
Seven months later there is no indication that the project has proceeded.
What has delayed the Company’s plan to open its first restaurant? The Company has not said. According to Premier Development, the projected construction cost of each restaurant is $1.5 million – a number that would seem easily attainable assuming Tiki Hut fully funded its $3 million contribution. Did Tiki Hut come up with the promised cash? We were unable to find any publicly filed documents that reflect that contribution or the joint venture’s cash position.
While there is no way to determine whether Tiki Hut deposited its entire cash contribution, the joint venture apparently was funded to some extent – and has accounted for the Company’s only income. Between 2001 and September 30, 2003, Premier received a total of $26,822 in management fees from Coconut Grove Group. Even that, however, is less than the Company might have expected. The joint venture agreement provided for a management fee equal to the greater of (i) two-percent (2%) of Coconut Grove Group's net profits, or (ii) $5,000 per fiscal quarter. Assuming those payments began with the third quarter of 2001, the Company would have earned a minimum of $40,000 by September 30, 2003.
Interestingly, Premier received no management fee payment for the quarter ended September 30, 2003. Did that mean the project had been abandoned, or that it was out of cash? The Company’s public filings do not provide that information.
With the Coconut Grove concept still on the drawing board, the Company says it is moving ahead on a second front. Premier recently announced that it was entering the real estate business. Will the results of that venture materialize more quickly than those restaurant/bars? We will explore the most recent moves for Premier – and its stock – in Part II of this series.
IF YOU HAVE QUESTIONS OR COMMENTS FOR STOCKPATROL.COM, CONTACT US AT editor@stockpatrol.com
=========================================
PREMIER DEVELOPMENT & INVESTMENT, INC. (OTCBB: PDVN), Part II - DO RESTAURANTS AND REALTY ADD UP TO RESULTS?
Investigative Reports
February 19 2004
Premier Development & Investment, Inc. (OTCBB: PDVN) was formed in March 2001 with a plan to open a chain of "theme-based" restaurants and bars to be called the Coconut Grove Grill and Blue Water Bar. Three years have passed, and the Company has no restaurants, no bars, and virtually no money. As of September 30, 2003 (the date of its most recent financial report) Premier had $25 in the bank. As we saw in Part I of this series, this did not discourage a paid promoter from touting Premier as a "10 out of 10" - its "highest" investment rating.
What would justify this unbridled optimism? Premier's newest project does not seem to provide the answers.
A Little Bit of Country
Despite its failure to open the first Coconut Grove Grill and Blue Water Bar, Premier continues to describe itself as "a publicly held developer and operator of theme-based restaurant and bar concepts." Recently, however, the Company has entered another industry. On January 13, 2004, the Company announced that it had signed a Letter of Intent to acquire Countrywide Realty Services, which it described as "one of South Florida's premier full-service independent real estate companies." The Company did not state where Countrywide's offices are located.
In a January 13th press release disclosing the potential acquisition, Premier did not reveal any terms of the deal, but promised an audit of Countrywide and predicted that the transaction would close within ninety days. The Company said that it would create a new realty division, Premier Realty Holdings, to manage Countrywide and seek further real estate related businesses.
According to Premier's President and Chief Executive Officer Eric Boyer, the Countrywide acquisition will give the Company in-house realty expertise that could reduce the costs associated with developing restaurants. For its part, Countrywide said it was excited to be joining Premier. Countrywide's President Joe Machado noted that "[w]ith Premier's assistance we intend to begin executing our new marketing and sales program shortly after consummating the merger and expect to start seeing significant increases in sales as early as the fiscal quarter ending June 30, 2004."
It is not clear how Premier's involvement will enable Countrywide to achieve those goals. Based upon the Company's most recent financial statements, it does not appear that Premier will be contributing significant capital to the real estate project and, as of March 2003, Premier had just two full time employees.
On the other hand, it is difficult for investors to assess the value of Countrywide. The January 13th press release claimed that Countrywide had "nearly doubled its sales force and achieved a 96% growth in fiscal 2003 revenue." Exactly what does that mean? How big was the sales force in 2002 - and what were the revenues?
Such obvious questions apparently did not concern the promoters who issued the "Undervalued Report." Despite the delayed debut of the first Coconut Grove Grill and Blue Water Bar, the undefined nature of the Company's potential real estate business, the absence of material revenues, and the woeful condition of Premier's bank account, those promoters called Premier a "rare opportunity," and bestowed upon it "a 10 out of 10 rating, which is our highest rating for potential returns." Perhaps that view was skewed by the 50,000 shares of Premier common stock "Undervalued Report" admittedly received from an unnamed "third party" to distribute their advertisement for the Company.
Less Is More, More or Less
Speaking of shares, Premier Development has kept one eye on the state of its outstanding shares - although the focus and philosophy seem to be constantly changing.
In the first quarter of 2003, the Company orchestrated a share exchange offer, giving shareholders an opportunity to swap their common stock for shares of restricted Class A Preferred Stock. Each of the preferred shares could be converted into five shares of common stock, but only after March 4, 2004. On March 3rd the Company announced that 3,675,000 common shares had been converted into 735,000 preferred shares.
Premier's President Eric Boyer claimed that the reduction of outstanding common shares "should make Premier much more attractive to new outside investors and joint venture partners." Still, while reducing the common share float might have an appeal to some investors, they certainly would be aware of the overhang created by the impending conversion of the preferred stock, which could restore the original common float.
As it turned out, however, the Company was soon sending mixed signals. On March 31, 2003, Premier approved a 50-for-1 forward split of the common stock - increasing the outstanding shares to 83,750,000. What had happened to the virtues of a reduced float? Why was the Company, which less than one month earlier vowed to reduce the outstanding common shares, now increasing them - by a multiple of fifty? President Boyer articulated a new perspective, declaring that "this forward split will serve to increase our stock's liquidity and broaden its marketability while enabling us to successfully complete pending business opportunities."
Had the Company's philosophy changed - in less than thirty days - and was Premier now determined to increase the number of outstanding shares? Not so fast. On July 9, 2003, the Company revealed that its Board of Directors had cancelled 1,120,000 shares of common stock, in order to "enhance stockholder valuations while improving our operating statements." Still, that hardly reduced the outstanding common stock to the level existing before the 50-for-1 split.
Premier was not done. On January 21, 2004, the Company announced that another 6,709,750 common shares had been cancelled, as well as all of the outstanding preferred shares. According to the Company, most of those cancelled shares had been owned by Premier's "insiders and early stage investors." The Company claimed that the latest reduction was in response to "recent improvements in Premier's overall business and general direction" - though those improvements have yet to be reflected in the financial statements.
That leaves approximately 76 million shares outstanding. The value of those shares has increased significantly over the past year, despite the Company's tepid balance sheet and failure to open any restaurant/bars. It has been something of a rollercoaster ride for investors, but with a decidedly upward slant.
On April 11, 2003, the day the 50-for one stock split became effective, Premier common stock closed at 3 cents a share. By July 16, 2003, the day the Company announced plans to acquire a Caribbean-themed restaurant, the shares traded as high as 28 cents. By August 6th, however, the stock price had descended once again, to 4 cents a share. Share prices remained at between 3 cents and 6 cents from early August through early November, and then began a gradual rise, to 61 cents at the end of December 2003.
Since the beginning of January 2004, Premier's stock price has soared, even though there is no indication that the Company's financial position has improved, and no further word on the state of those restaurant/bars. On January 20th stock prices hit a high of $3.30 a share. As of February 16th, Premier shares were trading at $2.50. On February 18th they dropped to $2.25, still quite pricey considering the Company's financial condition.
In its January 21, 2004 press release, Premier said that it would explore "a possible stock buyback" in the future. Based upon its September 30, 2003 financial position, which showed $25 in cash, the Company could repurchase about ten shares.
A significant portion of that price increase occurred at the time the Company issued its press release announcing the acquisition of Countrywide Realty Services. That in itself is puzzling since the press release provides few concrete details of the transaction or its potential financial benefit.
Now Premier wants to have its shares listed on a European exchange as well. The Company announced on February 13th that it would seek to list the shares on the German Stock Exchange in order to gain access to "100 million additional European investors."
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