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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2016

 

Commission File No. 333-192107

 

 

 

Registrant's telephone number, including area code –  (858) 748-7152

 

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 ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ☐     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 definitions 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 ☒

 

As of August 19, 2016 Premier Pacific Construction, Inc. had 5,169,000 shares of common stock outstanding.

 

 

 

 

Table of Contents

 

 

 

 

 

 

 

 

 

 

PREMIER PACIFIC CONSTRUCTION INC.
Balance Sheets
(Unaudited)
		June 30, 2016				December 31, 2015
ASSETS
Current Assets
Cash and cash equivalents		$	132			$	4,244
Total current assets			132				4,244
Fixed assets
Property and equipment, net			958				1,489
TOTAL ASSETS		$	1,090			$	5,733
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable			9,151				3,000
Loan payable			-				21,193
Accrued interest			-				888
Loan from shareholder			1,916				-
Total current liabilities			11,067				25,081
TOTAL LIABILITIES			11,067				25,081
STOCKHOLDER'S EQUITY (DEFICIT)
Common Stock $0.001 par value, 75,000,000 authorized and
5,169,000 issued and outstanding as of June 30, 2016
and 5,144,000 as of December 31, 2015 respectively			5,169				5,144
Additional paid-in capital			71,522				40,997
Accumulated deficit			(86,668	)			(65,489	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)			(9,977	)			(19,348	)
TOTAL LIABILITITES & STOCKHOLDERS' EQUITY (DEFICIT)		$	1,090			$	5,733

 

 

 

 

 

See accompanying notes to unaudited condensed financial statements.

 

PREMIER PACIFIC CONSTRUCTION INC.
Statements of Operations
(Unaudited)
		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2016				June 30, 2015				June 30, 2016				June 30, 2015
Revenue
Construction income		$	1,900			$	-			$	6,860			$	-
Total revenue			1,900				-				6,860				-
Cost of goods sold
Job related costs			1,530				-				5,369				-
Gross profit			370				-				1,491				-
Operating costs
General, administrative and professional fees			11,172				18,463				22,670				21,091
Total operating costs			11,172				18,463				22,670				21,091
Net Income (loss)		$	(10,802	)		$	(18,463	)		$	(21,179	)		$	(21,091	)
Basic and dilutive earnings per share			(0.00	)			(0.00	)			(0.00	)			(0.00	)
Weighted average number of
common shares outstanding basic and diluted			5,169,000				5,144,000				5,159,110				5,144,000

 

 

 

 

 

 

See accompanying notes to unaudited condensed financial statements.

 

PREMIER PACIFIC CONSTRUCTION INC.
Statements of Cash Flows
(Unaudited)
		Six Months Ended				Six Months Ended
		June 30, 2016				June 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)		$	(21,179	)		$	(21,091	)
Adjustments to reconcile net income(loss) to net cash provided by (used in) operations
Contribution from shareholder			5,550				-
Depreciation			531				-
Changes in operating assets and liabilities:
Accrued interest			(888	)			-
Accounts payable			6,151				-
Net cash provided by (used) in operating activities			(9,835	)			(21,091	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash			25,000				-
Proceeds from loans payable			(21,193	)			20,868
Proceeds from shareholder loans			8,266				(5,100	)
Repayments of shareholder loans			(6,350	)			1,400
Net cash provided by (used) in financing activities			5,723				17,168
Net change in cash			(4,112	)			(3,923	)
Cash and cash equivalents at beginning of period			4,244				7,988
Cash and cash equivalents at end of period		$	132			$	4,065
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-

 

 

 

 

 

 

See accompanying notes to unaudited condensed financial statements.

 

 

 

 

Premier Pacific Construction, Inc. ("The Company") was originally incorporated in the State of California on July 28, 2000 in the name of Francella's Kitchen and Bath Refinishing Inc. to engage in the business of small scale construction, repairs and alterations for residential clients. On August 8, 2008 the Company changed its name to Premier Pacific Construction, Inc., a California Corporation ("PPC-CA"). The Company merged with Premier Pacific Construction Inc., a Nevada Corporation ("PPC-NV") in March of 2012.

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements which were included in the Company's Form 10-K as filed with the Securities and Exchange Commission on April 13, 2016. 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 period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On March 15, 2016, The Company authorized the sale of 25,000 shares of common stock, par value $0.001 per share, to an individual investor for $1.00 per share. The net proceeds to the Company were $25,000.

In the six-month period ending June 30, 2016, the President of the Company provided management fees and office premises to the Company for a fee of $925 per month, the right to which the President agreed to assign to the Company until such time as the Company closes on an equity or debt financing of not less than $200,000. The $5,550 for donated management fees were charged to operating and general expenses and recorded as donated capital (Additional Paid in Capital). .

In the period ending June 30, 2016, the loan from the majority shareholder increased by $1,916 after the Company repaid $6,350. The loan is to enable the Company to continue as a going concern. The loan carries no interest and has no maturity date.

 

 

 

 

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

All statements contained in this Report, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the word "believe," "anticipate,""expect" and word of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance, and that actual results may differ materially from those in the for war d - looking statements. Such risks and uncertainties include, without limitation: established competitors who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as a star t -up company in a highly competitive market, and access to sources of capital.

 

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto incl uded elsewhere in this Report. Except for the historical information contained herein, the discussion in this Report contains cer tain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectation s and intentions. The cautionary statements made in this Report should be read as being applicable to all related forward-looking statements wherever they appear in this Report. The Company's actual results could differ materially from those discussed here.

 

We were incorporated on March 14, 2012 in the State of Nevada. In March 2012, we completed a merger with Premier Pacific Construction, Inc., a California corporation (" PPC-CA"). PPC-CA was originally formed in 2000 by our President, Richard Francella to provide general contracting and construction services within San Diego County, California. Since our inception, we have operated as a construction company providing general contracting and construction services to both residential and commercial clients.

 

Our plan is to continue to provide general contracting and construction services as we have done for more than a decade. In addition, we are also pursuing opportunities to work with homeowners who wish to sell their homes in the currently weak rea l estate market and wish to make certain renovations and upgrades to increase their potential sales price. In order to assist the homeowners, we will complete the renovations and upgrades (hereinafter " pre-sale renovation and upgrade services") with no up - front out of pocket costs to the homeowner. Rather, the homeowner will agree to pay for our services through escrow when they sell. We plan to market our services to real estate brokers.

 

We have not yet begun marketing our pre-sale renovation and upgrade services to real estate brokers and have expended zero funds on marketing our pre-sale renovation and upgrade services to date. We have only established a few business relationships with real estate brokers in San Diego County. Our current lack of assets and no plan for obtaining additional funding may preclude our ability to execute on our business plan.

 

The Company will most likely require additional funding for development and this additional funding may be raised through deb t or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will attempt to obtain and there is no guarantee that the Company will be able to raise any capital through any type of offerings. For these reasons, our auditor has expressed substantial doubt about our ability to continue as a going concern.

 

The Company has been operating since 2000, offering general construction services within San Diego County, California. Over the past two years, we have had little revenue from operations and limited assets. Our plan is to continue to offer general construction services while expanding our business into renovation ofreal estate properties to be sold.

 

During the next 12 months the Company will continue to network with local real estate brokers who could refer homeowners who are interested in selling their properties, but need renovations and/or upgrades to increase the market value. Our 12-month plan also includes building a website to attract real estate brokers and homeowners, completing our sub-contractor list, prospect for clients, and marketing our business on affiliate websites.

 

We have created a basic website for our services (see Premierpacific.net), and are working on creating additional website pages that address our remodeling and renovation services to prospective home sellers in furtherance of our additional business plan. Within the next 6 months, we plan to have our website completed. For our internet marketing efforts, the website content will be search engine optimized, as well as outreaches to relevant partner sites and blogs to build link exchanges, driving t raffic to our site. A stylish direct mail piece will also be produced highlighting our services and targeted to real estate brok ers.

 

We anticipate that the design and development of the website will take an additional six weeks and the customer outreach will take six months. We will immediately begin our advertising and marketing to source prospective realtor partners, investors and contractors through cold calls, referencing state lists of licensed and registered contractors, and direct mail strategies. We will focus our marketing on real estate brokers, agents and real estate investor professionals. The following table summarizes our planned marketing activities.

Planned activities					Budget
	a	)	Creating website		$	3,000 - $4,000
	b	)	Advertising through Industry related publications		$	2,000-$3,000
	c	)	Advertising through consumer special interest publications such as magazines, newsletters and newspapers.		$	4,000-$5,000
	d	)	Attending industry related Trade Shows and Expos		$	2,000-$3,000
	e	)	Public Relations activities, including: creating a PR package, contacting media outlets, writing expert articles and industry related news and updates for submission to various consumer periodicals		$	2,500-$3,500
	f	)	Direct marketing		$	1,500-$2,500
TOTAL ANTICIPATED MARKETING EXPENSES					$	15,000-$21,000		(*)

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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.

 

 

Part II.  Other Information

 

Item 1.       Legal Proceedings

We are not a party to any pending legal proceeding.We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A.    Risk Factors

As a "smaller reporting company", we are not required to provide the information required by this Item.

 

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.      Defaults upon Senior Securities

None.

Item 4.      (Removed and Reserved)

 

Item 5.      Other Information

 

Item 6.      Exhibits

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.