Premier Indemnity Holding 10QSB 2007 Q2 Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2007

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 333-132482

PREMIER INDEMNITY HOLDING COMPANY

(Exact name of small business issuer as specified in its charter)

Florida (State of incorporation) 20-2680961 (IRS Employer ID Number)

3001 N Rocky Point Dr, Ste 200, Tampa, FL 33607

(Address of principal executive offices)

813-286-6194

(Issuer's telephone number)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

Number of shares of common stock outstanding as of August 14, 2007: 7,005,208 shares of common stock.

Transitional Small Business Format Yes o No x

TABLE OF CONTENTS

                                                                                                                                          Page

PART I
Item 1. Financial Statements	F-1
Item 2. Management’s Discussion and Analysis or Plan of Operation	4
Item 3 Controls and Procedures	7
PART II
Item 1. Legal Proceedings	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3. Defaults Upon Senior Securities	8
Item 4. Submission of Matters to a Vote of Security Holders	8
Item 5. Other Information	8
Item 6. Exhibits	9

2

PART I - FINANCIAL INFORMATION

As used in this Form 10-QSB, references to the "Company," the "Registrant," "we," “our” or "us" refer to Premier Indemnity Holding Company unless the context otherwise indicates.

Forward-Looking Statements

Except for historical information, the statements contained in this Form 10-QSB are “forward looking” statements about our expected future business and financial performance. These statements, which appear throughout this Form 10-QSB, include statements as to our intent, belief or current expectations or projections with respect to our future operations, performance or financial position, involve known and unknown risks, including, among others, risks resulting from economic and market conditions, forecasting accuracy in our business plan and projected costs, the magnitude of the start-up costs we face in commencing operations, uncertainties relating to consumer preferences, uncertainties regarding the cost of obtaining re-insurance, the probability that, if we commence operations, that we may face one or more years where the number and magnitude of hurricane activity may exceed historical averages, and other business conditions. We are subject to these and many other uncertainties and assumptions contained elsewhere in this Form 10-QSB.

We base our forward-looking statements on information currently available to us, and we assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws. Our actual operating results and financial performance may prove to be very different from what we have predicted as of the date hereof due to certain risks and uncertainties. Accordingly, you are cautioned not to place too much relevance on such forward-looking statements, which speak only as of the date made.

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Item 1. Financial Statements.

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	June 30 2007	December 31 2006
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$5,137	$3,255
Total Current Assets	5,137	3,255
Deferred offering costs	66,830	55,098
TOTAL ASSETS	$71,967	$58,353
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$99,378	$51,580
Current portion of notes payable	255,000	-
Interest payable	27,403	-
Total Current Liabilities	381,781	51,580
Notes payable, less current portion	114,500	326,500
Interest payable	3,387	20,543
Total Liabilities	499,668	398,623
Stockholders' Deficit:
Common stock, par value $0.0001; 100,000,000 shares authorized; 7,005,208 shares issued and outstanding	700	700
Additional paid-in capital	80,000	80,000
Deficit accumulated during the development stage	(508,401)	(420,970)
Total Stockholders' Deficit	(427,701)	(340,270)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$71,967	$58,353

See accompanying notes to condensed financial statements.

F-1

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended June 30		Six Months Ended June 30		Inception to June 30
	2007	2006	2007	2006	2007
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
Revenues	$ -	$ -	$ -	$ -	$ -
Expenses:
General and administrative	20,021	63,758	77,184	110,779	477,61
Interest	5,386	-	10,247	-	30,790
LOSS BEFORE INCOME TAXES	(25,407)	(63,758)	(87,431)	(110,779)	(508,401)
Income tax benefit	-	13,070	-	22,710	-
NET LOSS	($25,407)	($50,688)	($87,431)	($88,069)	($508,401)
Weighted average common shares - Basic and diluted	7,005,208	7,005,208	7,005,208	5,798,756
NET LOSS PER SHARE - Basic and Diluted	($0.0)	($0.01)	($0.01)	($0.02)

See accompanying notes to condensed financial statements.

F-2

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

	Number of Shares Issued and Outstanding	Common Stock	Additional Paid-in Capital	Deficit Accumulated	Total
Balance at April 22, 2005 (inception)	-	$ -	$ -	$ -	$ -
Net loss for 2005				(184,081)	(184,081)
Balance at December 31, 2005	-	$ -	$ -	($184,081)	($184,081)
Stock issued for services	7,005,208	700	80,000		80,700
Net loss for 2006				(236,889)	(236,889)
Balance at December 31, 2006	7,005,208	$700	$80,000	($420,970)	($340,270)
Net loss for six months ended June 30, 2007 (Unaudited)				(87,431)	(87,431)
Balance at June 30, 2007 (Unaudited)	7,005,208	$700	$80,000	($508,401)	($427,701)

See accompanying notes to condensed financial statements.

F-3

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30
	2007	2006	Inception to June 30, 2007
	(Unaudited)	(Unaudited)	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	($87,431)	($88,069)	($508,401)
Adjustments to reconcile net loss to net cash flows used by operating activities:
Increase in deferred income tax benefit	-	(22,710)	-
Services provided for common stock	-	80,700	80,700
Change in operating assets and liabilities:
Accounts payable	47,797	(52,495)	99,378
Interest payable	10,247	-	30,790
Net Cash Used by Operating Activities	(29,387)	(82,574)	(297,533)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	43,000	80,000	369,500
Deferred offering costs	(11,731)	-	(66,830)
Net Cash Provided by Financing Activities	31,269	80,000	302,670
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	1,882	(2,574)	5,137
Cash and cash equivalents at beginning of period	3,255	3,976	-
Cash and Cash Equivalents at End of Period	$5,137	$1,402	$5,137
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$ -	$ -	$ -
Cash paid for income taxes	$ -	$ -	$ -
Non-cash Financing Activities:
Common stock issued for services	$ -	$80,700	$80,700

See accompanying notes to condensed financial statements.

F-4

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2007

NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations: Premier Indemnity Holding Company (the “Company”) was incorporated in the state of Florida in 2005. The Company is a development stage company. Since its inception on April 22, 2005, the Company has had only limited operations that have been devoted primarily to administrative and organizational matters. The Company has not yet commenced business operations, and has no revenues.

The Company has two wholly owned subsidiaries, Premier Indemnity Associates, Incorporated (“PIAI”) and Premier Indemnity Insurance Company (“PIIC”). At June 30, 2007, these companies have no assets, liabilities or capital and have not commenced operations.

The primary business in which the Company intends to operate is the sale of homeowners insurance to Florida residents.

Basis of Presentation: These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) using the accrual method of accounting and on a going concern basis, which contemplates continuity of operations and realization of assets and liquidation of liabilities in the ordinary course of business. As indicated in the accompanying balance sheet as of June 30, 2007, the Company has a working capital deficiency of $376,644, a deficit accumulated during the development stage of $508,401, and a stockholders' deficit of $427,701. The ability of the Company to continue as a going concern is dependent on management's ability to further implement its business plan, raise capital, and generate revenues. The Company’s post-effective amendment of its Form SB-2 Registration Statement was declared effective by the Securities and Exchange Commission on February 14, 2007. The Company’s outside placement agent began its efforts to raise capital July 26, 2007. The Company does not know if the placement agent will be successful in the offering. In the interim, the Company has borrowed money from its founders to fund operations, however those funds are not sufficient to cover all outstanding payables. If the Company, through its placement agent, is not successful in raising the minimum of its initial public offering of $9,500,000 by the end of September, 2007, management believes the discontinuance of operations is likely. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash and Cash Equivalents: For purposes of the statement of cash flows, all short-term instruments purchased with a maturity of three months or less are considered to be cash equivalents. There are currently no cash equivalents.

Investments: While there are not yet any available funds to invest, the Company anticipates having available funds to invest in the future. At that time, the investment portfolio will be primarily exposed to interest rate risk and to a lesser extent market and credit risk. The fair value of the portfolio will be directly impacted by changing interest rates, market conditions and financial conditions of the issuer. The portfolio will be examined on at least a quarterly basis for evidence of impairment with a particular emphasis on those securities with unrealized losses that satisfy certain conditions. Some of the factors that will be considered in evaluating a security for other-than-temporary impairment include the duration and extent to which the fair value has been less than amortized cost, the reasons for the unrealized loss, including market conditions or changes in the financial condition of the issuer, and the Company’s ability and intent to hold the investment until maturity, or at least until there is a recovery in fair value. Investments will be classified as available-for-sale securities, unless the Company has the intent and ability to hold those securities to maturity.

F-5

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2007

Available-for-sale securities will be carried at fair value. Unrealized gains and losses on investment securities available-for-sale are based on the difference between book value and fair value of each security. These unrealized gains and/or losses will be credited or charged to other comprehensive income, whereas realized gains and/or losses will be recognized in net income.

Revenue Recognition: Insurance premiums will be earned pro rata over the terms of the respective policies. The reserve for unearned premiums will be determined on a daily pro rata basis.

Insurance Losses and Loss Adjustment Expense Reserves: Insurance losses and loss adjustment expense reserves represent the estimated ultimate net cost of all unpaid reported and unreported losses incurred. The loss and loss adjustment expense reserves will be estimated on an undiscounted basis, using individual case-basis valuations and statistical analyses. Those estimates, which will be reported net of anticipated salvage and subrogation, will be subject to the effects of trends in loss severity and frequency. Although considerable variability is inherent in such estimates, management believes the loss and loss adjustment expense reserves will be adequate. The estimates will be continually reviewed and adjusted as necessary as experience develops or new information becomes known; such adjustments will be included in current operations.

Reinsurance: Reinsurance premiums, losses and loss adjustment expenses will be accounted for on a basis consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Ceding commissions will be recognized net of a provision for return commissions on anticipated cancellations and the amount necessary to cover future maintenance costs.

Organizational Costs: Organizational costs and start-up costs incurred during the development stage primarily consist of legal, accounting, and consulting fees, as well as travel costs. In accordance with Statement of Position 98-5, these costs have been expensed as incurred for financial statement purposes.

Deferred Policy Acquisition Costs: Acquisition costs associated with new and renewal insurance coverage will be capitalized and amortized over the respective inforce periods of the policies. Policy acquisition costs include certain underwriting and direct sales costs incurred (e.g. advertising, commissions, and premium taxes) in connection with writing business.

Income Taxes: Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due, plus or minus deferred taxes. Deferred taxes represent the future tax consequences of temporary differences that have been recognized in different periods for financial reporting purposes than for income tax purposes.

Share-based Compensation Payments: The Company has issued and anticipates issuing additional shares of common stock in exchange for services rendered by individuals and/or companies during the development stage. In accordance with Statement of Financial Accounting Standard No. 123(R), the Company has adopted a fair-value-based method to account for these share-based compensation payments. Under this method, compensation costs of stock awards will be measured at fair value and expensed over the period services will be provided in exchange for the award.

Deferred Offering Costs: Legal and other costs that are directly attributable to the proposed offering of securities are deferred and will be charged against gross proceeds of the offering.

F-6

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2007

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known that could impact the amounts reported and disclosed herein.

NOTE 2 -- INCOME TAXES

Income taxes are accounted for in accordance with Statement of Financial Accounting Standard No. 109, whereby the deferred tax asset represents the tax effects of taxable temporary differences between financial statement reporting and income tax reporting. The temporary differences arise from expensing for financial statement reporting purposes organizational and start-up costs incurred versus the capitalization and amortization of those costs once operations begin for income tax reporting purposes. The gross deferred tax asset from the temporary differences utilizing a federal tax rate of 15% and a state tax rate of 5.5% was $104,222 and $86,299 at June 30, 2007 and December 31, 2006, respectively. Through June 30, 2006, the Company had anticipated future taxable income from normal operations would be sufficient to fully absorb organizational and start-up costs deducted for financial statement reporting, as well as income tax reporting, within the twenty-year net operating loss carryover period allowed under the Internal Revenue Code. However, management changed this assessment and has provided a 100% valuation allowance for the deferred tax asset since September 30, 2006. The valuation allowance for the deferred tax asset was $104,222 and $86,299 at June 30, 2007 and December 31, 2006, respectively.

The following is a reconciliation of the tax benefit derived by applying the federal statutory rate of 34% to the loss before income taxes for the six months ended June 30, 2007 and 2006:

	2007		2006
	Amount	Rate	Amount	Rate
Federal statutory tax benefit	$29,727	34.0%	$37,665	34.0%
Rate reduction for lower anticipated future levels of income	(16,612)	(19.0)	(21,048)	(19.0)
	13,115	15.0	16,617	15.0
State taxes, net of federal benefit	4,808	5.5	6,093	5.5
	17,923	20.5	22,710	20.5
Change in valuation allowance for deferred tax assets	(17,923)	(20.5)	-	-
Income tax benefit	$ -	0.0%	$22,710	20.5%

F-7

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2007

NOTE 3 -- NOTES PAYABLE

Notes payable at June 30, 2007 and December 31, 2006 consists of unsecured notes due to the following investors, with interest at 6% per annum, and principal due in full in March through September, 2008:

	June 30 2007	December 31 2006
Star Invest Group, Inc.	$125,000	$125,000
EMH Advisory Services, Inc.	117,500	90,500
David Cohen	25,000	25,000
Gregg Barrett	38,834	25,834
Phillip Hardy	26,833	23,833
George Barton	23,833	23,833
Akron Associates	12,500	12,500
TOTAL NOTES PAYABLE	369,500	326,500
Less current portion	(255,000)	-
Long-term portion	$114,500	$326,500

NOTE 4 -- REINSURANCE

The Company will cede premiums and risks of loss to other insurance companies under quota share, excess of loss, and catastrophe forms of reinsurance agreements. Catastrophe reinsurance coverage will be maintained at the level of one in a 100-year hurricane event, based on several insurance industry accepted models. The ceded reinsurance agreements will provide the Company with increased capacity to write additional business while limiting its exposure to loss within its capital resources. Management will evaluate the financial condition of its reinsurers and will monitor various credit risks to minimize its exposure to significant losses from reinsurer insolvencies. The Company will remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations. At the date of these financial statements, no reinsurance has been obtained.

NOTE 5 -- COMMON STOCK

The Company is authorized to issue 100 million shares of common stock. As of December 31, 2005, an independent appraisal valued each share of the Company's common stock at $.01152 per share. On February 2, 2006, the Company issued 7,005,208 shares of common stock as share-based compensation payments for services rendered from the date of inception through January 31, 2006. (The number of shares issued and the value per share have been adjusted to reflect the reverse stock split described below.)

F-8

PREMIER INDEMNITY HOLDING COMPANY

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2007

The number of shares issued ($0.0001 par value) and the fair value of those shares, based on the fair value of services rendered by each investor, are as follows:

Name of Investor	Shares	Fair Value
Philip R. Hardy	729,167	$8,400
Gregg Barrett	729,167	8,400
Stephen L. Rohde	208,333	2,400
Stephen W. Dick	41,667	480
Richard Atkinson	41,667	480
William N. Majerus	41,667	480
Joseph J. Pingatore	41,667	480
George Barton	729,167	8,400
Kelly King	41,667	480
Jeff Lawrence	41,667	480
Michael Poujol	5,208	60
John A. Martel	5,208	60
Robert H. Cole	5,208	60
David L. Cohen	312,500	3,600
Phoenix Holdings	729,167	8,400
Ron Moschetta	656,250	7,560
Ivan Turner	729,167	8,400
EMH Advisory Services, Inc.	520,833	6,000
Akron Associates, Inc.	416,667	4,800
Star Invest	208,333	2,400
Last Chance Real Estate	770,831	8,880
TOTAL	7,005,208	$80,700

These share-based compensation payments were for services recognized as organizational costs and start-up expenses in the period the services were rendered.

Effective November 30, 2006, the Company's shareholders approved a reverse stock split of one common share for each 4.8 shares of the 33,625,000 shares previously held. The number of authorized shares and the par value per share were not changed. All other applicable share and per share amounts in the accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.

F-9

Item 2. Management’s Discussion and Analysis or Plan of Operations.

Overview

We were incorporated on April 22, 2005 in the State of Florida under the name “Premier Indemnity Holding Company.” We intend to operate as an insurance company within the state of Florida. We are a development stage company. We have not generated any revenue to date. Our operations have been limited to organizational, start-up, and fund raising activities, and obtaining a permit from the Florida Office of Insurance Regulation. We currently have no employees other than our officers.

We have received a permit in accordance with a Consent Order issued by the Florida Office of Insurance Regulation on January 6, 2006. The permit has allowed us to: (A) form our subsidiary, Premier Indemnity Insurance Company, as a domestic insurer under the laws of Florida; and (B) to undertake efforts to raise the capital required to meet the minimum capital requirements under Florida law.

The permit allows us until January 5, 2007 to obtain a Certificate of Authority to operate as an insurance company in the state of Florida and granted us the right to form our subsidiary, Premier Indemnity Insurance Company. In our application to obtain the permit, we committed to obtain necessary capital at a starting level of at least $8,000,000 as a necessary capital reserve in conjunction with our plan of operations, as filed with the Florida Office of Insurance Regulation. Under Florida law, the permit we hold is valid for a period of one year from the date at which the permit was issued, but it may, upon request and subject to approval by the Florida Office of Insurance Regulation, be extended for an additional year. On November 22, 2006, we applied for an extension of the expiration date of our permit. On December 13, 2006, the expiration date of our permit was extended until September 1, 2007.

On February 14, 2007, the Securities and Exchange Commission declared effective our Post-Effective Amendment to our Registration Statement on Form SB-2 (SEC File No. 333-132482) relating to the sale by us of at least a minimum of 9,500,000 and a maximum of 15,000,000 shares of our common stock at a purchase price of $1.00 per share. We anticipate that we will be able to raise a minimum of $9,500,000 within 60 to 90 days from the commencement of this offering. We commenced the offering on July 26, 2007.

Upon receipt of the net proceeds, we plan to file an application for the Certificate of Authority for our subsidiary, Premier Indemnity Insurance Company, and our policy forms and rates with the Florida Office of Insurance Regulation and also file an application with Demotech for a Financial Stability Rating to obtain a rating that we will need to sell residential property and casualty insurance. We estimate that the review period for our application for the Certificate of Authority and our planned policy forms and rates will take from 60 to 90 days after the applications are filed. During this period, we plan to hire additional personnel, purchase office equipment, finalize our sales and marketing plans,

4

recruit our initial group of agents, install and test policy and claims systems, and train prospective agents. Upon receipt of approvals from the Florida Office of Insurance Regulation for these applications and an acceptable rating from Demotech, we plan to begin selling insurance on a limited basis and commence full operations as an insurance company shortly thereafter solely within the State of Florida.

At all times, all of our insurance forms and rates and any attempt that we may later make to adjust or increase our forms and rates will be subject to approval by the Florida Office of Insurance Regulation. The Florida Office of Insurance Regulation may delay or deny approval of any application for forms and policy rates that we may submit and we have no control over their decision-making.

We may revise our plans further as we assess our circumstances and we cannot assure you that we can achieve any one or more of these objectives or if we do achieve them, that we can do so in the timeframes described above.

Plan of Operation

We are currently raising funds in a primary offering of at least a minimum of 9,500,000 and a maximum of 15,000,000 shares of our common stock at a purchase price of $1.00 per share in accordance with our Post-Effective Amendment to our Registration Statement on Form SB-2 (SEC File No. 333-132482) declared effective by the Securities and Exchange Commission on February 14, 2007. We intend to use $8,000,000 of the net proceeds of such offering to fund our capital reserve to meet the requirements of the Florida Office of Insurance Regulation. The remaining net proceeds will be available as working capital and for general corporate purposes. If we raise only the minimum of $9,500,000 and if we are able to successfully implement our business plan, we anticipate that this offering will provide sufficient capital to allow us to operate for 12 months thereafter.

We do not intend to conduct any market research but we intend to continuously monitor the Florida homeowners and condominium insurance marketplace, the products and marketing actions taken by existing insurance companies in the Florida market, and to identify potential competitive, regulatory, and other developments that may impact our plans and the strategies that we have made and, where appropriate, modify or change our plans and strategies in response to these developments. Our plans call only for us to purchase office equipment as needed for our headquarters offices, which include expenditures for office furniture, computers, other office equipment, and office supplies.

We intend to rely upon WaterStreet Company to provide many administrative services to us and we intend to rely upon third parties for portfolio management services. We were introduced to WaterStreet Company by Gregg Barrett, our Assistant Secretary, Director, and a shareholder. Mr. Barrett is also President of WaterStreet Company but except for this shared affiliation, there are no other relationships between our company and our management, on the one hand, and WaterStreet Company, on the other hand.

5

We have entered into two agreements with WaterStreet Company: a Policy Administration Full Service Agreement; and a Claims Administration Services Agreement. Pursuant to the Policy Administration Full Service Agreement, we agreed to pay WaterStreet Company the following amounts in exchange for their services: (a) $55.00 as annual fee per policy (subject to a reduction of $1.00 per policy for every 10,000 policies in force or $49.00 per policy, whichever is greater); (b) $5,000 per month as an administrative fee; (c) a commission of 5% of any direct premiums received if WaterStreet Company serves as the licensed agent on any orphan or house account business; and (d) for any services provided by WaterStreet Company not specifically provided in the agreement, a fee equal to time and materials basis at the rate of $95.00 per person hour. Pursuant to the Claims Administration Services Agreement, we agreed to pay WaterStreet Company the following amounts in exchange for their services: (w) a Loss Adjustment Expense fee equal to 4% of the incurred loss suffered by an insured claiming losses covered by our planned policies in addition to certain other adjuster fees set forth in the agreement; (x) a minimum administrative fee of $5,000 per month; and (y) for any other services provided by WaterStreet Company not specifically set forth in the agreement, WaterStreet Company is to be paid on a time and materials basis at the rate of $95 per person per hour.

For portfolio management services and based on preliminary discussions we have had with Mairs and Power, Inc., we anticipate that the management fees that we will incur for these services will approximate $2.00 or higher per $1,000 of funds in annual portfolio management fees.

If we raise $9,500,000, and deposit $8,000,000 in funds with a firm that provides portfolio management services and if this estimate remains accurate, this will result in annual portfolio management fees of about $16,000 or higher. The precise amount of actual portfolio management fees that we incur cannot be predicted with precision but we will evaluate our options and plan to engage the services of a portfolio management services company if we are successful in achieving the minimum offering.

If we are successful in these plans, then for the first twelve months after we commence operations, we anticipate that we will employ an aggregate of six persons (as employees of the company) in the following capacities: President and Treasurer (1 person); Vice President; Product Management; Director, Sales & Marketing; Operations Manager; and Administrative Assistants (2 persons).

Based on our current estimates, we anticipate that costs for office expenditures for office supplies and equipment will range from $25,000 to $35,000 in the first twelve months of operations. In the event that our cost estimates prove to be incorrect or cash flow from operations is not sufficient to meet operating costs, we may be required to seek additional financing, and possibly sooner than we had anticipated. We have no current arrangements with respect to any additional financing, and to the extent any additional financing is available to us at such time, we cannot assure you that such prospective financing will be available on commercially reasonable terms.

6

Off Balance Sheet Arrangements

None.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive and financial officers have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-QSB and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officers.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

7

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

Recent Sales of Unregistered Securities.

None.

Use of Proceeds from Registered Securities.

On February 14, 2007, the Securities and Exchange Commission declared effective our Post-Effective Amendment to our Registration Statement on Form SB-2 (SEC File No. 333-132482) relating to the primary offering by us of at least a minimum of 9,500,000 and a maximum of 15,000,000 shares of our common stock at a purchase price of $1.00 per share. We commenced the offering on July 26, 2007, although we have not yet sold any shares.

We estimate that the net proceeds of the offering will be $13,800,000 if 15,000,000 shares are sold and $8,740,000 if only 9,500,000 are sold, after deducting the 8% commission payable to our sales agent, but before deducting expenses of the offering (which we estimate at $97,000), and assuming none of the shares are sold to investors introduced by our officers or directors. We have committed $8,000,000 of the net proceeds to fund our capital requirements to meet the surplus required by the State of Florida. The remaining proceeds will be available as working capital and for general corporate purposes. Since we are a development stage company without revenues we may need to utilize a portion of the remaining net proceeds to fund unanticipated expenditures. We intend to invest the net proceeds in short-term, interest bearing investment-grade securities until the net proceeds are utilized.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the fiscal quarter ended June 30, 2007.

Item 5. Other Information.

None.

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Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Principal Executive and Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Attached Hereto)
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Attached Hereto)

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SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 13, 2007

PREMIER INDEMNITY HOLDING COMPANY

By: /s/ Stephen L. Rohde

Name: Stephen L. Rohde

Title: President, Treasurer, Chief

Executive Officer, and Director

(Principal Executive, Financial and

Accounting Officer)

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