UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/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 March 31, 2008

OR

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

SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From January 1, 2008 To March 31, 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 May 9, 2008 was $24,461,250.

77,615,000 shares of common stock were outstanding as of March 31, 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.

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LEGENDS BUSINESS GROUP

FORM 10-Q

INDEX

	PAGE
PART I: FINANCIAL INFORMATION	3
Item 1.  Financial Statements.	3
Balance Sheet as of March 31, 2008.	3
Statements of Operations and Comprehensive Income for the three months ended March 31, 2008 and 2007.	4
Statements of Cash Flows for the three months ended March 31, 2008 and 2007.	5
Notes to Financial Statements.	6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4.  Controls and Procedures.	16
PART II:  OTHER INFORMATION	16
Item 1.  Legal Proceedings.	16
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.  Defaults Upon Senior Securities.	17
Item 4.  Submission of Matters to a Vote of Security Holders.	17
Item 5.  Other Information.	17
Item 6.  Exhibits.	17
SIGNATURES	17

 

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PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

LEGENDS BUSINESS GROUP, INC.

(A Development Stage Company)

BALANCE SHEET

March 31, 2008

(Unaudited)

ASSETS
Current assets:
Cash		$	6,004
Accounts receivable			2,000
Total current assets			8,004
Equipment, net of accumulated depreciation			4,979
Total assets		$	12,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loan from shareholder		$	2,671
Total current liabilities			2,671
Stockholders' equity:
Common stock, $.001 par value, authorized 500,000,000 shares; 77,615,000 issued and outstanding as of March 31, 2008			77,615
Additional paid-in capital			7,683,885
Accumulated deficit during development stage			(7,751,188)
Total stockholders' equity			10,312
Total liabilities and stockholders' equity		$	12,983

 

The accompanying notes are an integral of the financial statements.

3

 

LEGENDS BUSINESS GROUP, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

		For the three months ended March 31, 2008			For the three months ended March 31, 2007			For the Period March 2, 2006 (Inception) to March 31, 2008
Revenues:
Consulting income from related party		$	6,000		$	6,000		$	46,000
Agent fees			637						637
			6,637			6,000			46,637
Expenses:
General and administrative			3,284			8,854			7,782,330
Subcontractor			-			-			3,000
Depreciation			687			687			5,496
Consulting fee - officer			-			-			7,000
Total expenses			3,971			9,541			7,797,826
Net income (loss)		$	2,666		$	(3,541)		$	(7,751,826)
Weighted average number of common shares outstanding, basic and fully diluted			77,615,000			77,615,000			74,999,306
Net income (loss) per weighted share basic and fully diluted		$	0.00		$	(0.00)		$	(0.10)

 

The accompanying notes are an integral of the financial statements.

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LEGENDS BUSINESS GROUP, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

		For the three months ended March 31, 2008			For the three months ended March 31, 2007			For the Period March 2, (Inception) to March 31, 2008
Cash flows from operations
Net income (loss)		$	2,666		$	(3,541)		$	(7,751,189)
Adjustments to reconcile net income (loss) to net cash
Accounts receivable			(2,000)						(2,000)
Depreciation			687			687			5,496
Stock based compensation			-			-			7,750,000
Net cash provided by (used in) operating activities			1,353			(2,854)			2,307
Cash flows from investing activities
Purchase of equipment			-			-			(10,474)
Proceeds from sale of equipment			-			-			-
Net cash used in investing activities			-			-			(10,474)
Cash flows from financing activities
Issuance of common stock			-			-			11,500
Proceeds from shareholder loan			-			1,516			2,671
Net cash provided by financing activities			-			1,516			14,171
Net increase in cash			1,353			(1,338)			6,004
Cash, beginning of period			4,651			1,372			-
Cash, end of period		$	6,004		$	34		$	6,004
Supplemental disclosures of non-cash investing and financing activities:
Issuance of 32,500,000 shares of common stock for consulting services		$	-		$	-		$	3,250,000
Issuance of 45,000,000 shares of common stock for compensation to founding shareholder		$	-		$	-		$	4,500,000

 

The accompanying notes are an integral of the financial statements.

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Note 1 – Organization and summary of significant accounting principles

 

Interim Reporting

 

The accompanying unaudited interim financial statements of Legends Business Group, Inc. (the “Company”) reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position and operating results of the Company for the interim periods presented. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

 

These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2007, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission.

 

Organization

 

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 the following stages of consulting with client businesses: billing, customer service scripting and marketing.

 

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 billable through large telecommunications companies. The company enters into contracts for three years 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 March 31, 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:

 

	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.

8

 

	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.

9

 

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.

 

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 March 31, 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 March 31, 2008:

 

Computers	$	3,000
Software		7,474
		10,474
Less accumulated depreciation		5,495
Total	$	4,979

 

Depreciation expense for the three months ended March 31, 2008 totaled $687.

 

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%

 

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Net deferred tax assets consist of the following:

 

	For the three months ended
	March 31,
	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 three months ended March 31, 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."

 

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 $2,671 at March 31, 2008. These amounts primarily represent loans to pay company startup 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 March 31, 2008, the Company has received $46,000 under the terms of the consulting contract.

 

The $6,000 revenue reported for the three months ended March 31, 2008 represents revenue from consulting services provided based on the above two year contract.

 

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The company is using space rent free that is owned by the founding shareholder.

 

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 billing 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 billing 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 billing services, to locate and contract with customers to provide services.

 

Note10 – Subsequent event

 

In April 2008, the Company signed five consulting agreements to provide billing and customer service, as well as five broker agreements to provide marketing services to the same five clients. In May 2008, the Company signed one additional Consulting agreement and a broker agreement for the same client.

 

On April 17, 2008, the Company entered into a $500,000 Revolving Line of Credit Agreement (“Credit Agreement”) with its founding shareholder (“Lender”). The Credit Agreement provides that the entire unpaid principal balance, plus accrued interest and other unpaid charges shall be due and payable 12-months from the date of receipt of notice for demand for payment furnished by the Lender to the Company. On April 17, 2008 the Company borrowed $100,000 under terms of the Credit Agreement, by issuing a Promissory Note (“Note”) to the Lender under the same date. The Note provides that interest will be payable at the rate of 12% per annum, calculated on a monthly basis.

 

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.

 

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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.

 

BUSINESS

Since the inception of Legends Business Group, Inc. (hereinafter LGSB), we have established our corporate existence and completed the required steps to become a publicly held corporation and our stock is now being traded on the over the counter bulletin board. While we have not had significant revenues, we have actively begun to expand 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 of small and medium sized businesses.

 

We are a development stage company. Our plan of operation for the next twelve months will be to expand and grow our client base. We intend to market our consulting services to small and medium size businesses that are ISP (Internet Service Providers), long distance providers, VOIP (Voice Over Internet Protocol) providers, and digital content providers that charge their services to their clients through third party billing clearinghouses, and to companies that make their sales though direct mailings and though direct website sales. We are actively expanding our client base of small to medium sized businesses to which we will offer our services.

 

As we continue to 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.

We have secured a revolving line of credit in the amount of ($500,000) five hundred thousand dollars to augment our working capital, enhance operations and transition the company through the expected period of growth. Larry Powalisz, CEO of Legends Business Group, Inc. is making these funds available, in a related party agreement. These loans, when they will be utilized, will be repayable 12 (twelve) months from the date of demand for payment at the accrued interest rate of 12% annually. On April 17, 2008, the company requested ($100,000) one hundred thousand dollars from the revolving line of credit, to fund expansion of LGBS.

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We are currently pursuing avenues of client development and marketing strategies through the use of a Client Conference. We plan to utilize the conference to present updates on LGBS’s business products and services as well as insights into potential market acceptance and feasibility for the benefit of both current and potential new clients. If successful, we plan to make the conference an annual event.

 

LGBS does intend to continue to use income from clients to continue to meet our operating expenses.

We do not have need for the purchase of any property or equipment at this time.

During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:

 

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at March 31, 2008 was $6,004. For the quarter ended March 31, 2008, we incurred general and administrative expenses of approximately $3,284. We do not expect our quarterly general and administrative expenses to increase significantly over the next 12 (twelve) months.

We anticipate that our operational expenses will grow proportionately to increases to our customer base over the next 12 (twelve) 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 add additional employees. We do not anticipate significant changes in our number of employees, until our growth warrants a change in the number of employees.

At this time we have not entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us. 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 we be unable to proceed with the development of our business plan, 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.

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

Since inception, (March 2, 2006) through March 31, 2008, we have generated revenues and incurred expenses of approximately $46,637 and $3,971, respectively.

 

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The following table provides selected financial data about our company for the quarter ended March 31, 2008.

Balance Sheet Data:		March 31, 2008
Cash		$	6004
Total assets		$	12,983
Total Liabilities		$	2,671
Stockholders’ equity		$	10,312

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. Our source of funds has 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). The owner of K&L is Larry Powalisz, the Chairman, CEO and President of Legends Business Group. We continue to incur operating expenses, legal and accounting expenses, consulting fees and promotional expenses. These factors raise substantial doubt about our ability to continue as a going concern.

 

We have only recently commenced our consulting business and have no significant operating history. Therefore, 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 enter into substantial arrangements with clients for our consulting business or that we can develop 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.

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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 is 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

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, Mr. Larry Powalisz, our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, Mr. Powalisz, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting him to material information required to be included in our periodic SEC filings. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted, however, that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems (including faulty judgments in decision making or breakdowns resulting from simple errors or mistakes), there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Additionally, controls can be circumvented by individual acts, collusion or by management override of the controls in place.

 

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

As a smaller reporting company, as defined by Rule 229,10(f)(1), Legends Business Group, Inc. is not required to provide the information in this subsection..

 

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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.

ITEM 5.	OTHER INFORMATION.

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

 

ITEM 6.	EXHIBITS.

EXHIBITS SCHEDULES

 

 

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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

	LEGENDS BUSINESS GROUP, INC. REGISTRANT
	By: /s/Bill Schaefer
	Bill Schaefer
	Chief Executive Officer and
	Principal Accounting Officer

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