UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From July 1, 2008 To September 30, 2008

LEGENDS BUSINESS GROUP, INC.

(Name of small business issuer in its charter)

 

12555 Biscayne Blvd #722 Miami, FL 33181

(Address of principal executive offices)

 

562-453-7643

(Issuer’s telephone number)

 

Copies of Communications to:

Legal Counsel Vic Devlaeminck PC
10013 N.E. Hazel Dell Avenue
Suite 317 Vancouver, WA, 98685
(360) 993-0201

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes [X] No [ ]

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of September 30, 2008 was $15,615,200.

32,615,000 shares of common stock were outstanding as of September 30, 2008.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A to the Quarterly Report of Legends Business Group, Inc. (the “Company”) on Form 10-QSB for the quarter ended June 30, 2007, originally filed with the Securities and Exchange Commission (the “SEC”) on August 03, 2007 (the “Original Filing”), is being filed solely to correct an inadvertent and incorrect indication on page 1 that the company was a shell company (as defined in Rule 12b-2 of the Exchange Act).  It was not and that box on page 1 is properly checked here..

Except as expressly provided above, this Amendment No. 1 on Form 10-QSB/A speaks as of the date of the Original Filing, and no other information in the Original Filing is amended hereby. The Company has not updated the disclosures contained in any item thereof to speak as of a later date. All information contained in this Amendment No. 1 on Form 10-QSB/A is subject to updating and supplementing as provided in the Company's reports filed with the SEC subsequent to the date on which the Original Report was filed.

1A

 

 

LEGENDS BUSINESS GROUP

FORM 10-Q

INDEX

 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

LEGENDS BUSINESS GROUP, INC.

(A Development Stage Company)

BALANCE SHEET

 

		September 30,			December 31,
		2008			2007
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash		$	137,111		$	4,651
Accounts receivable			747,662			-
Total current assets			884,773			4,651
Equipment, net of accumulated depreciation			3,604			5,665
Total assets		$	888,377		$	10,316
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts Payable		$	51,196		$	-
Loan from shareholder			2,671			2,671
Customer deposit			25,000			-
Total current liabilities			78,867			2,671
Long term liabilities:
Line of credit shareholder			158,654			-
Accrued interest			625			-
Total long term liabilities			159,279			-
Stockholders' equity:
Preferred stock, $.0001 par value, authorized 100,000 shares; 45,000 issued and outstanding as of September, 2008			5			-
Common stock, $.001 par value, authorized 500,000,000 shares; 32,615,000 issued and outstanding as of September, 2008			32,615			77,615
Additional paid-in capital			7,728,880			7,683,885
Accumulated deficit during development stage			(7,111,269)			(7,753,855)
Total stockholders' equity			650,231			7,645
Total liabilities and stockholders' equity		$	888,377		$	10,316

 

The accompanying notes are an integral part of the financial statements.

 

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LEGENDS BUSINESS GROUP, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

 

														For the Period
														March 2, 2006
		Three Months Ended						Nine Months Ended						(Inception) to
		September, 30						September, 30						September 30,
		2008			2007			2008			2007			2008
Revenues:
Consulting and brokerage fees		$	1,670,568		$	-		$	1,945,968		$	-		$	1,945,968
Agent agreement fees			26,414			-			33,949			-			33,949
Revenue from related party			-			6,000			8,000			18,000			48,000
			1,696,982			6,000			1,987,917			18,000			2,027,917
Cost of services:
Client marketing			945,464			-			1,095,878			-			1,095,878
Leased employees			89,058			-			89,058			-			89,058
			1,034,522			-			1,184,936			-			1,184,936
Gross Profit			662,460			6,000			802,981			18,000			842,981
Expenses:
General and administrative			117,789			4,239			158,334			18,758			7,937,380
Subcontractor			-			-			-			-			3,000
Depreciation			687			687			2,061			2,061			6,870
Consulting fee - officer			-			-			-			-			7,000
Total expenses			118,476			4,926			160,395			20,819			7,954,250
Net income(loss)		$	543,984		$	1,074		$	642,586		$	(2,819)		$	(7,111,269)
Weighted average number of common shares outstanding, basic and fully diluted			32,615,000			77,615,000			32,615,000			77,615,000			30,506,374
Net income(loss) per weighted share basic and fully diluted		$	0.02		$	0.00		$	0.02		$	(0.00)		$	(0.23)

 

The accompanying notes are an integral part of the financial statements.

 

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LEGENDS BUSINESS GROUP, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

 

								For the Period
								March 2, 2006
		Nine Months Ended			Nine Months Ended			(Inception) to
		September 30,			September 30,			September 30,
		2008			2007			2008
CASH FLOWS FROM OPERATIONS
Net loss		$	642,586		$	(2,819)		$	(7,111,269)
Adjustments to reconcile net loss to net cash used for operating activities:
Accounts receivable			(747,662)			-			(747,662)
Customer deposit			25,000			-			25,000
Depreciation			2,061			2,061			6,870
Accounts payable			51,196			-			51,196
Accrued interest			625			-			625
Stock based compensation			-			-			7,750,000
NET CASH USED FOR OPERATING ACTIVITIES			(26,194)			(758)			(25,240)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment			-			-			(10,474)
NET CASH USED IN INVESTING ACTIVITIES			-			-			(10,474)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock			-			-			11,500
Proceeds from notes payable-Line of credit			158,654			-			158,654
Proceeds from shareholder loan			-			1,671			2,671
NET CASH PROVIDED BY FINANCING ACTIVITIES			158,654			1,671			172,825
Net increase in cash			132,460			913			137,111
Cash, beginning of period			4,651			1,372			-
Cash, end of period		$	137,111		$	2,285		$	137,111
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 32,500,000 shares of common stock for consulting services		$	3,250,000		$	3,250,000		$	3,250,000
Issuance of 45,000,000 shares of common stock for compensation to founding shareholder(commons shares exchanged for 45,000 shares of preferred shares)		$	4,500,000		$	4,500,000		$	4,500,000

 

The accompanying notes are an integral part of the financial statements.

 

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LEGENDS BUSINESS GROUP, INC.

 

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

 

Note 1 – Organization and summary of significant accounting principles

 

Interim Reporting

 

The company was organized March 2, 2006 (Date of Inception) under the laws of the State of Nevada. The company has not commenced significant operations and, in accordance with Statement of Financial Accounting Standards No. 7 Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7”), the company is considered a development stage company.

 

The company will provide consulting services to companies that may offer any or all of the following services: provide ISP (internet service provider), long distance provider, VOIP (Voice Over Internet Protocol) provider, and digital content providers, and such client companies will make their services available to small and medium size companies.  These clients will use an independent billing house to bill their monthly fees directly to their customers’ telephone bill.  The company currently focuses on three stages of consulting with client businesses: billing, customer service and scripting. The company has added new clients, whose businesses sell their products through Internet marketing, and bill through third party billing houses.  These businesses offer services that include email and identity theft protection.

 

Interim Reporting

 

The accompanying unaudited interim financial statements of Legends Business Group, Inc. (“the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of American and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2008. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

 

Accounting period

 

The company has adopted an annual accounting period of January through December.

 

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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Cash and cash equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.

 

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Revenue recognition

 

The company provides consulting services (marketing, billing and script writing) to companies that perform services to larges telecommunications companies. The company enters into contracts for one year payable monthly. Revenue is recognized as monthly billings are completed.

 

Furniture and equipment

 

Furniture and equipment are stated at cost less accumulated depreciation. It is the policy of the company to capitalize items greater than or equal to $1,000 and provide depreciation based on the estimated useful life of individual assets, calculated using the straight line method.

 

Estimated useful lives range as follows:

 

	Years
Furniture and equipment	3 – 5
Computer hardware	3
Vehicles	5

 

Fair value of financial instruments

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and notes payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

Earnings per share

 

The company has adopted Statement of Financial Accounting Standards No. 128. Earnings Per Share ("SFAS No. 128"). Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti- dilutive they are not considered in the computation.

 

Income taxes

 

The company has adopted Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes ("SFAS No. 109") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

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The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes because of differences in amounts deductible for tax purposes. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

Recent pronouncements

 

In February 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid Financial Instruments." This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement resolves issues addressed in Statement 133 Implementation Issue No. Dl, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement:

 

	a)	Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation.

 

	b)	Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133.

 

	c)	Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation.

 

	d)	Clarifies that concentrations of’ credit risk in the form of subordination are not embedded derivatives.

 

	e)	Amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

 

The fair value election provided for in paragraph 4(e) of this Statement may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under paragraph 12 of Statement 133 prior to the adoption of this Statement. Earlier adoption is permitted as of the beginning of our fiscal year, provided we have not yet issued financial statements, including financial statements for any interim period, for that fiscal year. Provisions of this Statement may be applied to instruments that we hold at the date of adoption on an instrument-by-instrument basis.

 

Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2005. The adoption of this statement is not expected to have a material impact on the company’s financial statements.

 

In March 2006, The FASB issued SEAS 156, “Accounting for Servicing of Financial Assets.” This Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

 

6

 

	a)	Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations.

 

	b)	Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

 

	c)	Permits an entity to choose either the amortization method or the fair value measurement method for each class of separately recognized servicing assets and servicing liabilities.

 

	d)	At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

 

	e)	Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

 

Adoption of this Statement is required as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this statement is not expected to have a material impact on the company’s financial statements.

 

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurement. The implementation of this guidance is not expected to have any impact on the company’s financial statements.

 

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the company’s fiscal year ending December 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the company’s fiscal year ending December 31, 2009. The company is currently evaluating the impact of the adoption of SFAS No. 258 and does not expect that it will have a material impact on its financial statements.

 

In September 2006, the United States Securities and Exchange Commission (“SEC”), adopted SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” This SAB provides guidance on the consideration of the effects to prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the company’s balance sheet and statement of operations financial statements and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The company is currently evaluating the impact, if any, that SAB 108 may have on the company’s results of operations or financial position.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109.” This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Interpretation No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Interpretation No. 48 is effective for fiscal years beginning after December 15, 2006 and the company is currently evaluating the impact, if any, that FASB Interpretation No. 48 may have on it’s results of operations or financial position.

 

7

 

Note 2 – Going concern

 

As shown in the accompanying financial statements, as is typical of companies going through the development stage, the Company incurred an accumulated net loss through the period ended September 30, 2008. The Company is currently in the development stage and there is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support current operations and generate anticipated sales. This raises substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s future capital requirements will depend on many factors, including the success of the Company’s consulting and marketing services. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Note 3 – Furniture and Equipment

 

Furniture and equipment consists of the following categories at September 30, 2008:

 

Computers	$	3,000
Software		7,474
		10,474
Less accumulated depreciation		6,870
Total	$	3,604

 

Depreciation expense for the nine months ended September 30, 2008 totaled $2,061.

 

Note 4 – Income taxes

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

 

Income tax provision at the federal statutory rate	34%
Effect of operating losses	-34%
	0%

 

8

 

Net deferred tax assets consist of the following:

 

	For the nine months ended
	September 30,
	2008
Gross deferred tax asset	$	3,000,000
Gross deferred tax liability		-
Valuation allowance		(3,000,000)
Net deferred tax asset	$	-

 

The company did not pay any income taxes during the nine months ended September 30, 2008.

 

Note 5 – Stockholders’ equity

 

In March 2006, the Company issued 45,000,000 shares of its $0.001 par value common stock as founder's shares. In connection with the issuance of these 45,000,000 shares, the company recorded compensation expense in the amount of $4,500,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

In May 2006, the Company issued 115,000 shares of its $0.001 par value common stock for $11,500 cash. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

In May 2006, the Company issued 32,500,000 shares of its $0.001 par value common stock for consulting services. In connection with the issuance of these 32,500,000 shares, the company recorded compensation expense in the amount of $3,250,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions by an issuer not involving any public offering."

 

In May 2008, the Company amended the articles to authorize 100,000 shares of Preferred Shares at $0.0001 par value. Contemporaneously, the Company issued 45,000 shares of Preferred Stock to the President and CEO in exchange for 45,000,000 shares of Common Stock. This reduced the Common shares outstanding from 77,615,000 to 32,615,000.

 

There have been no other issuances of common stock.

 

Note 6 – Warrants and options

 

There are no warrants or options outstanding to acquire any additional shares of common stock.

 

Note 7 – Related party transactions

 

Amounts due to the company’s chief executive officer totaled $161,950 at September 30, 2008. These amounts primarily represent loans to pay company expenses.

 

On March 31, 2006, the Company entered into a two-year contract to provide consulting services for K&L International, a company solely owned by our Chairman, CEO, and President. The contract, with a value of approximately $48,000, provides that the Company will receive $2,000 per month, which commenced April 2006. Through June 30, 2008, the Company has received $48,000 under the terms of the consulting contract. The contract ended in April 2008 and was not renewed.

 

The $2,000 revenue reported for the nine months ended September 30, 2008 represents revenue from consulting services provided based on the above two-year contract.

 

9

 

In May 2008, the Company entered into an employment agreement with its President and CEO. The Company agreed to pay an annual salary of $130,000.

 

Note 8 – Commitments and contingent liabilities

 

Legal matters - The Company is occasionally party to litigation or threat of litigation arising in the normal course of business. Management, after consultation with legal counsel, does not believe that the resolution of any such matters will have a material effect on the company’s financial position or results of operations.

 

Note 9 – Agent agreement

 

On August 3, 2007 the Company signed an agreement with ILD Telecommunications, Inc., a provider of billings services, to locate and contract with customers to provide services.

 

On November 1, 2007 the Company signed an agreement with Billing Concepts, Inc., a provider of billings services, to locate and contract with customers to provide services.  

 

On February 5, 2008 the Company signed an agreement with Payment one, Inc., a provider of billings services, to locate and contract with customers to provide services.  

 

Note 10 – Consultant and Broker Agreements

 

In April 2008 the Company signed five consulting agreements to provide billing and customer services. In May 2008 they signed one additional Consulting agreement.

 

Additionally in April they signed five broker agreements to provide marketing services. In May 2008 they signed one additional broker agreement.

 

Note 11 – Revolving Line of Credit

 

On April 17, 2008, the Company entered into a $500,000 Revolving Line of Credit (“Line of Credit”) with the Company’s Chairman, Chief Executive Officer, and principal shareholder (“Lender”). The note is payable within 12-months from the date of receipt of a demand for payment notice from the Lender. The Line of Credit bears interest at the rate of 12% per annum, computed on a monthly basis. At September 30, 2008, the balance due under the terms of the Line of Credit was $159,279, including accrued interest of $625.

 

Note 12 – Employee Leasing

 

In June 2008, the Company entered into an agreement with Oasis Outsourcing to lease employees. The initial agreement is for thirty days and renews automatically every thirty days until terminated by either party.

 

Note 13 – Subsequent Events

 

In October 2008 the Company sign a lease agreement with company owned by its majority shareholder for the use of the premises. The agreement also includes the payment of utilities, telephone, long distance and taxes on the building. The lease is retroactive to July 1, 2008.

 

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

	•	our ability to successfully compete in the professional services industry;

	•	difficulties developing a new line of business in the professional services industry;

	•	failure to identify, develop or profitably manage additional businesses;

	•	failure to obtain new customers or retain existing customers;

	•	inability to efficiently manage our operations;

	•	inability to achieve future operating results;

	•	inability to obtain capital for future growth;

	•	loss of key executives; and

	•	general economic and business conditions.

 

RISK FACTORS

Our ability to continue as a going concern is in doubt.

 

Our auditor has raised a concern regarding our ability to continue as a going concern. LGBS is in the development stage and we have generated limited revenues since our inception. Until recently our source of funds had been the sale of our common stock and limited revenue generated from sales of our services to a related party company, K&L International Enterprises Inc. (hereinafter K&L), which is also owned by Larry Powalisz, the Chairman, CEO and President of Legends Business Group. We are beginning to generate revenues from our business operations and at the same time we continue to incur operating expenses, legal and accounting expenses, consulting fees and promotional expenses. These factors raise doubts about our ability to continue as a going concern.

 

11

 

Our business and future prospects are difficult to evaluate. You should consider the challenges, risks and uncertainties frequently encountered by early-stage companies using new and unproven business models in rapidly evolving markets. These include significant start-up expenses, obtaining and performing contracts with clients, hiring and retaining qualified personnel, and establishing a reputation in the industry. There is no assurance we will be able to continue to enter into substantial arrangements with clients for our consulting business or that we can develop sufficient contracts on terms that will be favorable to us or at all. Moreover, even if we enter into any such arrangements, there is no assurance that such arrangements with clients will be profitable.

Mr. Powalisz, our Chairman, CEO and President is the majority shareholder of LGBS stock.

 

Mr. Powalisz, as our Chairman, CEO and President makes decisions for LGBS at his discretion and not as a result of compromise or vote by members of the board. Mr. Powalisz exerts control over the marketing, development and direction that the business will take.

 

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions. These marketability restrictions may prevent you from liquidating your stock, thus causing a loss of your investment.

 

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

 

	•	Deliver to the customer, and obtain a written receipt for, a disclosure document;
	•	Disclose certain price information about the stock;
	•	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
	•	Send monthly statements to customers with market and price information about the penny stock; and
	•	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

 

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

 

BUSINESS

Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

We are an emerging development stage company entering a period of growth. Our plan of operation for the next twelve months continues to be focused on growing revenues and expanding our client base. We will continue marketing our consulting services to businesses that are ISP (Internet Service Providers), Long Distance Providers, VOIP (Voice over Internet Protocol) Providers, and Digital Content Providers that rely on the services of third party billing clearinghouses; and to companies that make their sales through direct mailings and direct website sales. We are actively expanding our client base of businesses to which we offer our consulting services.

 

Our revenues are growing in conjunction with the expansion of our client base. We have expanded the suite of client services we offer to include customer specific growth marketing strategies directed at a strategically targeted select market demographic. We have agent agreements with two national credit card payment service providers and will begin market testing of credit card services through one of our client customers before the end of 2008. When market testing is complete, the company expects to roll out its credit card services through five additional client customers. Once the credit card services offerings are launched in their entirety, we anticipate up to a twenty-five percent increase in new customers who offer credit card billing services. These billing methods are in addition to the LEC (Local Exchange Carrier) billing services we currently provide. We are continuing negotiations with one international credit card service provider.

 

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We had greater than anticipated growth throughout the first nine months of 2008 operations. Revenues for the nine months ended September 30, 2008 are approximately $1,990,000, as compared to the same nine month period ended September 30, 2007, which were $18,000. Revenues for the quarter ended September 30, 2008 were approximately $1,700,000, which reflects an increase of approximately $1,500,000 from the quarter ended June 30, 2008. The increased revenues are due to the companies continued success in the area of consulting services, our service support platforms and the strong growth of our client companies. We are actively implementing our business plan at this time.

 

As we continue to successfully implement our business plan, we have anticipated a need to raise additional funds to enhance operations and transition the company through an expected period of growth. At this time we do not anticipate obtaining additional financing to fund operations through common stock offerings, or to obtain additional financing to the extent necessary to augment our working capital through stock offerings.

 

RECENT DEVELOPMENTS

 

Due to increases in both our client customers and their sales, we have completed negotiations with a third party customer support center in the Philippines to expand our existing internal customer contact service center. The expansion has allowed for the blending of offshore and internal localized customer service operators in order to maintain superior service levels and utilize staffing flexibility for better handling of higher call volumes during peak traffic times.

 

The availability of a secured revolving line of credit in the amount of $500,000 (five hundred thousand dollars) to augment our working capital, enhance operations and transition the corporation through the expected period of growth continues to remain available to us. Larry Powalisz, CEO of Legends Business Group, Inc. has made these funds available as a related party transaction. These funds, when utilized, will be in the form of loans repayable 12 months from the date of demand for payment at the accrued interest rate of 12% annually. In April 2008, and July 2008 the company requested $100,000 and $50,000 respectively. The company requested $200,000 in August 2008, also from the revolving line of credit, to fund expansion.

 

On May 15, 2008, the company entered an Employment Agreement with Larry Powalisz, Chief Executive Officer and President of the Corporation. The Agreement evidenced that Mr. Powalisz had accepted the title and duties that accompany the position of President and Chief Executive Officer of the Corporation. The Agreement was for a period of three years, commencing May 1, 2008 and expiring on May 1, 2011. During the term of the Agreement, Mr. Powalisz shall be paid at the annual rate of $130,000 (one hundred thirty thousand dollars). The Agreement provides that Mr. Powalisz be allowed to participate in all general employee benefit plans and programs as soon as they are made available. For the first several months of the agreement Mr. Powalisz’s salary was accrued as salary expense. As of the date of this quarterly report all company accrued debt has been repaid, and the salary is now paid as a normal operating expense.

 

On May 29, 2008 the company filed a Certificate of Amendment with the State of Nevada, which reflected that the Corporation shall be authorized to issue 100,000 (one hundred thousand) shares of $0.0001 par value Preferred Stock. Also on May 29, 2008, the company filed a Certificate of Designation with the State of Nevada. The Certificate evidenced that Legends has authorized the establishment of Class A Preferred Stock in the amount of 100,000 (one hundred thousand) shares. The Class A Preferred shares shall be convertible to Common Stock at a ratio of 1/1,000 (one thousand) shares of Common Stock.

 

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Contemporaneously with the authorization of the 100,000 (one hundred thousand) shares of Preferred Stock, 45,000,000 (forty five million) shares of common stock that were held by Larry Powalisz, President and CEO, were returned to the treasury of Legends Business Group, Inc.

 

In exchange for the return of the 45,000,000 (forty five million) shares of Common Stock, the Corporation issued 45,000 (forty five thousand) shares of Preferred Stock. This transaction reduced the common stock shares outstanding from 77,615,000 (seventy seven million six hundred fifteen thousand) shares to 32,615,000 (thirty two million six hundred fifteen thousand) shares.

 

The Corporation has signed a long-term lease agreement for the office space it currently occupies at 1375 Semoran Blvd., in Casselberry, Florida. Negotiations for the long term lease agreement extending occupancy of the Corporations current space was finalized and effective October 15, 2008.

 

The corporation has occupied the offices owned by Mr. Larry Powalisz, its President and CEO. Mr. Powalisz had not received any compensation for the use of his offices during the start-up, development and growth periods of the company.

 

The lease agreement is a net/net/net lease for a period of five years and provides options to renew for two additional five-year terms. The agreement commits LGBS to up to 15 years of occupancy as well as an additional 1,500 square foot of a planned 4,500 square foot expansion of the current facilities, which will be built to suit the company. Legend’s has optioned the right of first refusal on the remaining square footage of the facility in anticipation of its continued growth.

 

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance for the quarter ended September 30, 2008 was approximately $137,000 as compared to approximately $2,300 or the same period ended September 30, 2007. Our general and administrative expenses were approximately $118,000 compare to approximately $4,200 or the same period ending September 30, 2007. We expect our general and administrative expenses to increase proportionately with our growth over the next 12 months.

 

We anticipate that our operational expenses will grow proportionately to increases in our customer base over the next 12 months. The expected increases in operational expenses will be directly attributed to marketing expenses associated with the development of new client companies. We do not anticipate the purchase or sale of any significant equipment. If and when the anticipated growth occurs, we will need to hire additional employees. We do not anticipate significant changes in our number of employees.

 

At this time we are looking to enter into agreements or negotiations with a sales and marketing entity to undertake marketing for our client companies. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any expenditure may vary significantly depending upon our progress with the execution of our business plan.

 

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from the sale of our consulting and marketing services to cover our operating expenses.

 

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In light of the business environment in which we operate today, we do not anticipate incurring operating losses in the foreseeable future. However, business environments and market conditions can be adversely affected by a multitude of economic indicators, which remain out of our control.

 

RESULTS OF OPERATIONS

We have generated revenues of $1,696,982 for the quarter ended September 30, 2008 and have incurred a total of $118,476 of expenses for the same period.

For the complete financial information, please see the enclosed financial statements and the accompanying notes.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have 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 that are material to investors.

 

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined by Rule 229,10(f)(1), Legends Business Group, Inc. is not required to provide Quantitative and Qualitative disclosures about market risk.

 

ITEM 4.	CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of Management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of September 30, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer/Principal Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our management concluded that our disclosure controls and procedures were effective in reporting information required to be disclosed within the time periods specified in the SEC's rules and forms.

 

Management's Report on Internal Control over Financial Reporting

Management of our company is responsible for establishing and maintaining adequate internal control over financial reporting. Our company's internal control over financial reporting is a process, under the supervision of Management designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

 

	•	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;

 

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	•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

	•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

 

Our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that there was no material weakness in our internal controls over financial reporting, and accordingly, our controls are effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no significant changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2008, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.	LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

ITEM 1A.	RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no sales of unregistered securities during the period covered by this report.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the period covered by this report.

 

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the period covered by this report.

 

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ITEM 5.	OTHER INFORMATION.

There was no information required to be disclosed on Form 8-K during the period covered by this report.

ITEM 6.	EXHIBITS.

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-140666t the SEC website at www.sec.gov:

 

EXHIBITS SCHEDULES

	(a)	Exhibits

 

 

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Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 19, 2013.

 

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