Park Premier Mining (PPRM) 10-Q 2008 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________

000-16736

(Commission file number)

PARK-PREMIER MINING COMPANY

(Exact name of registrant as specified in its charter)

Utah	87-6116557
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

32391 Horseshoe Drive, Evergreen, Colorado 80439

(Address of principal executive offices) (Zip Code)

(303) 670-3885

(Registrant’s telephone number, including area code)

Not applicable

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

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 ý   No o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  ý

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  1,998,800 shares as of August 11, 2008

PARK-PREMIER MINING COMPANY

Consolidated Balance Sheets

	June 30,			December 31,
	2008			2007
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	37,662		$	4,071
Other current assets		177			486
Total current assets		37,839			4,557
Land and mining claims		160,307			160,307
Total assets	$	198,146		$	164,864
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	108,757		$	91,704
Accounts payable – officer		35,965			20,997
Accrued interest – related party		210,407			128,656
Note payable – officer		285,000			145,000
Convertible notes payable – related parties		1,009,446			1,009,446
Total current liabilities		1,649,575			1,395,803
Conversion liability – related parties		—			7,430,299
Total liabilities		1,649,575			8,826,102
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.01, 50,000,000 shares authorized, 1,998,800 issued and outstanding		19,988			20,000
Discount on common stock		(146,250	)		(146,250	)
Additional paid-in capital		8,380,851			985,656
Accumulated deficit		(9,706,018	)		(9,520,644	)
		(1,451,429	)		(8,661,238	)
Total liabilities and stockholders’ deficit	$	198,146		$	164,864

See notes to the consolidated financial statements.

2

PARK-PREMIER MINING COMPANY

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,
	2008			2007
EXPENSES
General and administrative	$	62,542		$	4,421
Professional fees		17,798			18,651
Property tax expense		1,380			1,535
Loss from operations		(81,720	)		(24,607	)
OTHER INCOME (EXPENSE)
Interest expense		(41,815	)		(31,156	)
Change in value of conversion liability		—			37,593
Net loss before income taxes		(123,535	)		(18,170	)
Provision for income taxes		—			—
Net loss	$	(123,535	)	$	(18,170	)
Net loss per share	$	(.06	)	$	(.01	)
Weighted average shares outstanding		1,999,080			2,000,000

See notes to the consolidated financial statements.

3

PARK-PREMIER MINING COMPANY

Consolidated Statements of Operations

(Unaudited)

	Six Months Ended June 30,
	2008			2007
EXPENSES
General and administrative	$	74,212		$	12,065
Professional fees		60,039			66,027
Property tax expense		2,760			3,070
Loss from operations		(137,011	)		(81,162	)
OTHER INCOME (EXPENSE)
Interest expense		(81,751	)		(62,312	)
Change in value of conversion liability		33,388			(152,375	)
Net loss before income taxes		(185,374	)		(295,849	)
Provision for income taxes		—			—
Net loss	$	(185,374	)	$	(295,849	)
Net loss per share	$	(.09	)	$	(.15	)
Weighted average shares outstanding		1,999,540			2,000,000

See notes to the consolidated financial statements.

4

PARK-PREMIER MINING COMPANY

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2008			2007
Cash flows from operating activities:
Net loss	$	(185,374	)	$	(295,849	)
Adjustments to reconcile net loss to net cash (used) provided byoperating activities:
Change in value of conversion liability		(33,388	)		152,375
Change in operating assets and liabilities:
Accounts payable		17,053			29,275
Accrued interest – related parties		81,751			62,313
Accounts payable – officer		14,968			26,083
Other current assets		309			309
Total adjustments		80,693			270,355
Net cash (used) provided by operating activities		(104,681	)		(25,494	)
Cash flows from investing activities:
Investment in land, mining claims and water rights		—			—
Net cash used by investing activities		—			—
Cash flows from (used by) financing activities:
Proceeds from note payable – officer		140,000			30,000
Purchase of company’s stock		(1,728	)		—
Net cash provided by financing activities		138,272			30,000
Net increase (decrease) in cash and cash equivalents		33,591			4,506
Cash and cash equivalents, beginning of period		4,071			127
Cash and cash equivalents, end of period	$	37,662		$	4,633

See notes to the consolidated financial statements.

5

PARK-PREMIER MINING COMPANY

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Basis of Presentation

Organization

Park-Premier Mining Company’s principal business activity since its organization in 1907 has been the exploration of its mining properties.  These properties consist of partially explored mining claims located in mineralized areas.  Current operations have diversified the direction of the Company to include the acquisition, holding, and sale of real property.

Interim Financial Information

The accompanying consolidated financial statements included herein have been prepared by Park-Premier Mining Company (Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading.  While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist and procedures that will be accomplished by Park-Premier Mining Company later in the year.  The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year.  In management’s opinion all adjustments necessary for the fair presentation of the Company’s financial statements are reflected in the interim periods included.

Basis of Consolidation and Minority Interest

The consolidated financial statements include the accounts of the Company and its 51% owned subsidiary, Park-Cummings Mining Company.  All significant intercompany transactions and account balances have been eliminated.  Park-Cummings Mining Company owed $837,124 and $776,636 to the Company at June 30, 2008 and December 31, 2007, respectively.

No minority interest is recorded because the subsidiary is indebted to the parent in an amount in excess of the net assets of the subsidiary.  In the event that the subsidiary realizes from sales of assets an amount in excess of the amount due the parent, a minority interest may exist.

Recently Issued Accounting Standards

In April 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. 142-3, “Determining the Useful Life of Intangible Assets” (FSP 142-3).  FSP 142-3 amends the factors to be considered in determining the useful life of intangible assets.  Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure such asset’s fair value.  FSP 142-3 is effective for fiscal years beginning after December 15, 2008.  The Company is currently assessing the potential impact, if any, of FSP 142-3 on its financial statements.

In March 2008, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133” (SFAS 161).  SFAS 161 enhances the disclosure requirements for derivative instruments and hedging activities under FASB Statement No. 133.  Entities are required to provide disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows.  SFAS 161 is effective for fiscal years and financial periods beginning after November 15, 2008, with early adoption encouraged.  The Company is currently evaluating the potential impact, if any, of SFAS No. 161 on its financial statements.

6

PARK-PREMIER MINING COMPANY

Notes to Consolidated Financial Statements

(Unaudited)

In February 2008, the FASB issued FSP No. 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2).  FSP 157-2 delays the effective date of SFAS No. 157, “Fair Value Measurements” (SFAS 157), for nonfinancial assets and nonfinancial liabilities, except for certain items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  SFAS 157 establishes a fair value hierarchy to measure assets and liabilities, and expands disclosures about fair value measurements.  SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information.  The Company is currently assessing the impact, if any, of SFAS 157 on its financial statements, which will become effective in the first quarter of 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS 160).  SFAS 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and requires (i) classification of noncontrolling interests, commonly referred to as minority interests, within stockholders’ equity, (ii) net income to include the net income attributable to the noncontrolling interest, and (iii) enhanced disclosure of activity related to noncontrolling interests.  SFAS 160 is effective for fiscal years beginning after December 15, 2008.  The Company is currently assessing the impact, if any, of SFAS 160 on its financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R), which replaces FASB Statement No. 141. SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired, and establishes that acquisition costs will be generally expensed as incurred.  This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination.  SFAS 141R is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, which will be the Company’s year beginning January 1, 2009.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 141R on the Company’s financial statements.

Recently Adopted Accounting Standards

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - including an Amendment of FASB Statement No. 115” (SFAS 159), which allows an entity to choose to measure certain financial instruments and liabilities at fair value.  Subsequent measurements for the financial instruments and liabilities an entity elects to fair value will be recognized in earnings.  SFAS 159 also establishes additional disclosure requirements.  The Company adopted SFAS 159 on January 1, 2008.  As of June 30, 2008, the adoption of SFAS 159 had no impact on the Company’s consolidated financial statements.

Other

The Company has no advertising expenses.

Note 2 – Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  The Company has not generated revenue from operations for many years.  In order to maintain the Company’s existence, a major stockholder and an officer of the Company has loaned the Company funds for working capital.  Additionally, as discussed in Note 3, the Company has convertible notes payable in the amount of $1,009,446, which were rewritten on January 1, 2007, and were due on December 31, 2007.  Without such funding from the major stockholders and rewriting of the convertible notes payable to extend the maturity date of these notes, the Company could not continue to exist.  However, there can be no assurance that funding from these sources will continue in the future or the Company will have sufficient funds to develop its remaining properties.

7

PARK-PREMIER MINING COMPANY

Notes to Consolidated Financial Statements

(Unaudited)

As of June 30, 2008, the outstanding principal of the convertible notes payable and related accrued interest are past due.

Note 3 – Convertible Notes Payable – Related Parties

Convertible notes payable were issued by the Company with a conversion price to be determined by the Board of Directors, except that the conversion price shall not be more than $.10 per share. All notes, including accrued interest, were originally issued in 2001 and were rewritten on January 1, 2002, 2004 and 2007, and were due December 31, 2007. The notes, as rewritten, call for payment of both principal and interest upon maturity and accrue interest at an annual rate of 12%. Convertible notes payable are to four individuals and two entities and total $1,009,446 at June 30, 2008 and December 31, 2007, respectively.

The Company has entered into a transaction that values substantially all of the Company’s assets: its real estate.  The Company utilized information that it obtained in its current negotiations as to the fair market value of its real estate and then, using this value, considered all other financial aspects of the Company, such as its liabilities and commitments, to determine the current fair value of the Company and thus the Company’s common stock.  The Company then undertook a historical study of the changes that occurred over the past six years as best as it could determine the events that caused the increase in the value of the Company’s real estate.  Thus, the Company was able to determine the fair value of its common stock on a year-by-year basis.

On February 20, 2008, the Company amended its articles of incorporation increasing the authorized shares of common stock from 2,000,000 shares, $.25 par value per share, to 50,000,000 shares, $.01 par value per share, pursuant to a resolution passed by the Company’s shareholders.

Prior to the increase of authorized shares on February 20, 2008, it was assumed that the Company would be required to net-cash settle the conversion in accordance with EITF 00-19.  Pursuant EITF 00-19, the Company recorded a liability equal to the estimated fair value of the shares that would be required to convert all of the outstanding convertible debt and accrued interest, since the Company did not have a sufficient number of authorized stock available to satisfy the conversion of the debt and since the debt agreements required the Company to physically settle the conversions only by delivering shares.  The Company recorded the change in the estimated fair value of the conversion liability at the end of each reporting period as a component of other income (expense) in accordance with EITF 00-19.  As of February 20, 2008, the Company has a sufficient number of authorized shares of common stock to satisfy the conversion of the convertible debt.  The fair value of the conversion liability was $7,369,911 at February 20, 2008, resulting in a gain on the change in the value of the conversion liability of $33,388 during the first quarter of 2008.  The balance of the value ascribed to the conversion liability of $7,369,911 was reclassified to equity in accordance with EITF 06-7.

At June 30, 2008 and December 31, 2007, the outstanding convertible debt and accrued interest totaling $1,191,146 and $1,130,580, respectively, could be converted into 11,911,460 and 11,305,800 shares of common stock, respectively, resulting in 13,910,260 and 13,305,800 total shares of common stock outstanding, respectively.

The estimated fair value of the conversion liability, prior to its elimination, was determined using the Black-Scholes formula applying the following assumptions: risk-free interest rate of 4.22% at March 31, 2008 and 4.81% at December 31, 2007; remaining contractual term of three months; volatility of 67%; and an estimated fair value of the underlying stock of $0.74 per share at March 31, 2008 and $0.76 per share at December 31, 2007.  The discount rate was determined by the bond equivalent yield.

As of June 30, 2008, the outstanding principal of the convertible notes payable and related accrued interest are past due.

8

PARK-PREMIER MINING COMPANY

Notes to Consolidated Financial Statements

(Unaudited)

Note 4 – Capital Stock

On February 20, 2008, the Company amended its articles of incorporation increasing the authorized shares of common stock from 2,000,000 shares, $.25 par value per share, to 50,000,000 shares, $.01 par value per share.  As a result, the Company adjusted the balance of common stock and additional paid-in capital by the change in par value of the outstanding common stock, or $480,000.  All share and per share amounts, as well as common stock and additional paid-in capital, have been retroactively restated to reflect this change.

On April 21, 2008, the Company completed its purchase of 1,200 shares of common stock pursuant to one shareholder’s valid exercise of dissenters’ rights.  The 1,200 purchased shares have been cancelled and returned to authorized and unissued common stock.

Note 5 – Commitments and Contingencies

Condemnation by the Bureau of Reclamation as part of the Central Utah Project has taken a material part of the Company’s properties.  As such, the value of the Company’s remaining land holdings is stated at cost on the Company’s financial statements.

On October 31, 2007, the Company was named as a defendant in the civil litigation named Terry B. Brodkin v. Tuhaye Golf, LLC, et. al. filed in the District Court of Wasatch County, Utah.  In the lawsuit, the plaintiff seeks to establish access rights to his landlocked property.  The plaintiff also seeks damages in the amount of $5.5 million due to an alleged lost sale of his property caused by being landlocked.  The Company has evaluated the position of the plaintiff’s land relative to the Company’s land and believes that any access rights that may be granted to the plaintiff will not cross the Company’s land.  Furthermore, the Company has assessed the probability of financial loss from this claim as remote.  The ultimate outcome of this litigation cannot presently be determined and, accordingly, the financial statements have not been adjusted to allow for a potential loss from the claim.  The Company intends to vigorously contest the claim.

The Company entered into two letter agreements in February 2007, pertaining to the sale and development of its property.  The Company will also share in the potential future appreciation of portions of the property.  The purchaser has not performed according to the contractual terms and conditions of the two letter agreements; therefore, the sale of the Company’s property has not closed.  The Company is evaluating its options and continuing to negotiate with the purchaser to determine if it will be possible to close the transactions on terms acceptable to the Company.

Note 6 – Subsequent Events

In August 2008, the Company issued amended and restated convertible notes payable – related parties with an effective date of January 1, 2008.  The amended convertible notes payable extend the due date of such notes to December 31, 2009.

Also, in August 2008, the Company issued an amended and restated note payable – officer with an effective date of January 1, 2008.  The amended note payable removes the maturity date of the note such that it is a demand note.

9

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

History and Overview

Park-Premier Mining Company (“Park-Premier”) was incorporated in the State of Utah in 1907.  Park-Premier has one majority-owned subsidiary, Park-Cummings Mining Company, a Utah corporation (“Park-Cummings”).  Park-Premier owns 51% of the issued and outstanding shares of Park-Cummings.  Park-Cummings has no assets and no operations.  Park-Premier holds a note receivable from Park-Cummings (the “Park-Cummings Note”).  As of June 30, 2008, the principal and accrued interest owing under the Park-Cummings Note was $837,124.  Unless otherwise indicated herein, the terms “Company” “we”, “us” or “our” refer to Park-Premier and Park-Cummings.

Since approximately 1985, we have had essentially no operations.

EastSide Interest.  As of the date of this filing, we have a 6.29% interest in EastSide Group, LLC (“EastSide”).  EastSide was organized as a Utah limited liability company on March 24, 1999, by property owners, including Park-Premier, within an area of land known as “Area B” in the Jordanelle Basin, Wasatch County, Utah.  Eastside was formed to coordinate and work with Wasatch County and the Jordanelle Special Services District in facilitating and obtaining approvals for the development of infrastructure and master planning for property owned by the members of EastSide.  Most of the approvals have been obtained and the purposes behind the formation of EastSide have been accomplished.  Accordingly, EastSide is not currently active.

Convertible Notes.  From 1987 through December 31, 2007, we entered into various borrowing, expense and deferral arrangements involving officers, directors and other affiliated persons or entities owned or controlled by officers and/or directors, in exchange for which we issued long-term convertible promissory notes (the “Convertible Notes”).  The Convertible Notes accrue interest at 12% per annum and are convertible into shares of the Company’s common stock at a price to be determined by our Board of Directors, which shall not be more than $0.10 per share.

Sale of Property.  We entered into two letter agreements (described in detail below) to sell approximately 333 acres of land in Wasatch County, Utah.  On February 20, 2008, we satisfied all conditions to closing the sale of our property, when our shareholders approved the property sale at a special meeting of shareholders.  On March 12, 2008, we executed amendments to the letter agreements to extend the closing date of the Property Sale (defined below) to April 29, 2008.  As of April 29, 2008, Talisker (defined below) had not satisfied its obligations under the letter agreements.  We are evaluating our options and continuing to work with Talisker to come to a compromise that would allow us to close the property sale on terms that honor the original intent of the letter agreements.

Project “A” Letter Agreement

On February 15, 2007, we entered into a letter agreement (the “Project “A” Letter Agreement”) with Talisker Realty Limited, a Delaware corporation (“Talisker Realty”).  Talisker Realty is a wholly owned lower-tier subsidiary of the Talisker Corporation (“Talisker”).  Talisker is a private global real estate development firm based in Toronto, Ontario, Canada with over twenty years of experience developing numerous real estate projects in the United States, the United Kingdom, Canada, the Bahamas, and Eastern Europe.  Under the Project “A” Letter Agreement, the Company has agreed to sell all its right, title and interest in approximately 303 acres of land (the “Project “A” Acreage”) located in Wasatch County, Utah (the “Property Sale”) to Talisker Realty.

The closing (“Closing”) of the Property Sale is conditional upon (i) approval by the Company’s directors and shareholders and (ii) execution of two additional letter agreements by the Company and/or related parties, (the Project “B” Letter Agreement and the Project “C” Letter Agreement, respectively), as each is described below.

Additionally, the Company has agreed to pay any taxes related to the Property prior to Closing and will also pay at Closing any mortgage trust deeds, judgments, mechanic’s liens, damages, claims, tax liens and warrants involving the Property which are not removed in the title policy delivered at Closing, and has agreed to indemnify and hold Talisker harmless from and against such to the extent related to any events and/or ownership of the Property prior to Closing.  These costs are expected to be approximately $40,000.  No brokerage, finder’s fee or real estate commission is owed by the Company in connection with the transaction.

10

The Company agreed to be responsible for the title insurance premium for an Owner’s Policy of Title Insurance in the full amount of the purchase price.  Each party shall be responsible for one half of the Closing costs, with items such as property taxes to be pro-rated as of the Closing.  The Company and Talisker have also agreed to cooperate in effectuating a tax-deferred exchange in accordance with Internal Revenue Code Section 1031 relative to the Property Sale upon the request of the other.

In exchange for the Sale Property, Talisker will (i) pay the Company cash in the amount of $3,250,000 at Closing and (ii) convey by special warranty deed to the Company unimproved, platted single family lots located in Talisker’s “Tuhaye” project in Wasatch County, Utah, (the “Tuhaye Lots”), with a targeted combined value of $3,750,000, within two years of Closing (the “Selection Period”).  The Selection Period may be extended an additional three years in the event that the Company has not selected all its Tuhaye Lots and Talisker has not recorded lot plats regarding a certain portion of Tuhaye.

The Tuhaye Lots will be selected by the Company from Talisker’s property inventory at its Tuhaye project, described below. The value of the Tuhaye Lots will be their retail prices at the time of selection, as established by Talisker during the ordinary course of its business and in a manner not intended to discriminate against the Company.  If the value of the selected Tuhaye Lots is less than $3,750,000, then Talisker will make a lump sum cash payment to the Company equal to such deficit at the end of the Selection Period.  Likewise, if the value of the selected Tuhaye Lots is greater than $3,750,000, then the Company will make a lump sum cash payment to Talisker equal to such surplus at the end of the Selection Period.

The Tuhaye Lots are located in Talisker’s Wasatch County, Utah project.  Talisker is developing 1,350 residential properties among three communities in Deer Valley, between the Wasatch and Uinta Mountains in the Park City, Wasatch County, Utah area:  (i) Tuhaye, consisting of Arts and Crafts homes accented with stone and timber; (ii) the ski-in, ski-out Empire Pass resort; and (iii) Red Cloud, the most exclusive of the three properties, which includes plans for one-to two-and-a-half-acre properties within a gated community located at the summit of Flagstaff Mountain at Deer Valley Resort.

By purchasing a lot in the Talisker development, a membership invitation is automatically extended to the buyer to join the exclusive Talisker Club, an all-inclusive luxury resort.  The Talisker Club is 10,000 acres of pristine wilderness and includes Tuhaye’s private Mark O’Meara Signature golf course.  The Talisker Club also has direct ski access to Deer Valley Resort’s® slopes, state-of-the-art fitness facilities and spa services, an on-mountain restaurant, member’s lodges, and a children’s camp featuring all season events.

The Company believes that it will be able to profitably sell the Tuhaye Lots by virtue of these amenities and locations.

The Company’s Board of Directors approved the Project “A” Letter Agreement on February 21, 2007.

Project “B” Letter Agreement

As a condition imposed by Talisker Realty to Closing of the Project “A” Letter Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse, are required to enter into the Project “B” Letter Agreement.  Under the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter into a joint venture with Tuhaye LLC, a Delaware limited liability company, with respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s right, title and interest in approximately 40 acres of land in Wasatch County, Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier subsidiary of Talisker.

Under the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture entity to be formed by Robert Dunlap and Kathy Dunlap and Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the joint venture entity and Tuhaye will own the remaining 50% interest.  The joint venture entity will be managed and operated by three managers consisting of two selected by Tuhaye and one selected by Robert Dunlap and Kathy Dunlap.

11

The Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the cancellation of a note in the amount of $48,540.  The deemed value under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000 reflects an increase in real property values in the Wasatch County market since 1991, physical and legal road access and water rights acquired by Robert Dunlap and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes, engineering and development work with Wasatch County.

Within 18 months of closing of the Project “B” Letter Agreement, Tuhaye is required to create a business and development plan and submit for approvals and permits with the relevant government authorities.  Tuhaye is also responsible for obtaining financing necessary for development of the Project “B” Acreage and making any special capital contributions necessary to complete the project in the event the proceeds of financing are insufficient.  In exchange for its services on behalf of the joint venture, Tuhaye will receive (i) a construction management fee equal to five percent (5%) of the costs associated with the improvement and development of the Project “B” Acreage and  (ii) a branding fee of eighteen percent (18%) of the actual retail sales price of all lots, parcels, homes and improvements sold from the Project “B” Acreage.

The Company’s disinterested directors determined that Robert Dunlap’s involvement in the Project “B” Letter Agreement transaction is fair and reasonable and approved the Project “B” Letter Agreement transaction effective August 15, 2007.

Project “C” Letter Agreement

As an additional condition imposed by Talisker Realty to Closing of the Project “A” Letter Agreement, Park-Premier must enter into the Project “C” Letter Agreement, which memorializes the agreement of Park-Premier to enter into a joint venture with Ranch 248 LLC, a Delaware limited liability company and a wholly owned lower-tier subsidiary of Talisker, or its designee (“Ranch 248”), with respect to the development and sale of all of Park-Premier’s right, title and interest in approximately 30 acres of land in Wasatch County, Utah (the “Project “C” Acreage”) to Ranch 248.  The Company will convey the Project “C” Acreage to the joint venture at a deemed value of $3,500,000 and the Company and Ranch 248 will jointly develop and sell the Project “C” Acreage.  No brokerage, finder’s fee or real estate commission will be incurred by the Company in connection with the transaction.  The joint venture with Ranch 248 will be managed by two representatives appointed by Ranch 248 and one representative selected by the Company.  Both Ranch 248 and the Company will be prohibited from selling their interests in the joint venture for a period of four years from formation of the joint venture.

Within 18 months of closing of the Project “C” Letter Agreement, Ranch 248 is required to create a business and development plan and submit for approvals and permits with the relevant government authorities.  Ranch 248 is also responsible for obtaining financing necessary for development of the Project “C” Acreage and making any special capital contributions necessary to complete the project in the event the proceeds of financing are insufficient.  In exchange for its services on behalf of the joint venture, Ranch 248 will receive (i) a construction management fee equal to five percent (5%) of the costs associated with the improvement and development of the Project “C” Acreage, (ii) a construction development fee equal to the eight percent (8%) of the costs associated with the construction of homes on the Project “C” Acreage, and (iii) a branding fee of eighteen percent (18%) of the actual retail sales price of all lots, parcels, homes and improvements sold from the Project “C” Acreage.

The Company’s Board of Directors approved the Project “C” Letter Agreement on February 21, 2007.  The Company obtained shareholder approval on February 20, 2008, but has not closed the Property Sale pursuant to the Project “A” and Project “C” Letter Agreements.

Results of Operations

General

Since approximately 1985, we have had essentially no operations.  As of the date of this report, we have no source of income.  We must rely entirely upon loans from affiliates to pay operating expenses.  Without such funding, we will not continue to exist.  There can be no assurance that further loans from affiliates will continue in the future.

12

In February 2007, we entered into the Project “A” and Project “C” Letter Agreements for purposes of selling and developing our Property.  We obtained shareholder approval on February 20, 2008 and hope to close the Property Sale by the end of fiscal 2008.  See “Sale of Property” above.

Plan of Operation

Over the course of time, we have endeavored to monitor and plan the development of the areas where our Property is located.  We estimate that we will be able to continue our existence only if we complete the Property Sale.  Other than the Property Sale, we have not identified any sources of capital and, therefore, our future remains uncertain.  If the Property Sale is completed, we will participate in the ownership and development of real property located in Wasatch County, Utah.

Liquidity

Operating activities used $104,681 and $25,494 of cash during the six months ended June 30, 2008 and 2007, respectively.  Financing activities provided $138,272 and $30,000 of cash during the six months ended June 30, 2008 and 2007, respectively.

At June 30, 2008, we had a working capital deficit of $1,611,736, compared with a working capital deficit of $1,391,246 at December 31, 2007.  $1,191,146 of the June 30, 2008 deficit is due to the principal and interest outstanding on the Convertible Notes payable to related parties.  Since we have no significant source of revenue, working capital will continue to be depleted by operating expenses.  We presently have no external sources of cash.

Assets

At June 30, 2008, we had total assets of $198,146 compared to total assets of $164,864 at December 31, 2007.  The majority of our assets are comprised of our Property, covering approximately 333 acres of land situated in the East Elkhorn Mining District, Wasatch County, Utah.  We believe the value of our land is in excess of its carrying value for purposes of financial reporting as evidenced by the agreements described in “Sale of Property” above.

Results of Operations

We have no current operations other than the potential development of our Property and we have not generated any revenue.  We rely entirely upon loans to pay operating expenses.

We had net losses of $123,535 and $185,374 during the three- and six-month periods ended June 30, 2008, respectively, and had net losses of $18,170 and $295,849 during the three- and six-month periods ended June 30, 2007, respectively.  The changes in our net loss are largely due to the increase in general and administrative fees and to changes in the value of conversion liability.  Our operating expenses were comprised primarily of professional fees (including legal and accounting) relating to the preparation of our quarterly reports and accompanying financial statements.  Since we currently have no source of revenue, our working capital will continue to be depleted by expenses.

We have Convertible Notes outstanding with a conversion price to be determined by our Board of Directors, but no more than $0.10 per share in any event.  The Convertible Notes accrue interest at a rate of 12% annually.  We recognized $41,815 and $81,751 of interest expense related to our Convertible Notes and other outstanding debts during the three- and six-month periods ended June 30, 2008.  We recognized $31,156 and $62,312 of interest expense during the three- and six-month periods ended June 30, 2007.

Prior to February 20, 2008, we accounted for the embedded beneficial conversion of the Convertible Notes as a derivative instrument requiring liability classification as required by EITF 00-19.  Upon increasing our authorized common stock to 50,000,000 shares pursuant to the shareholder action at the special meeting, our previously recognized liability for the settlement of the conversion feature of the debt in the amount of $7,369,911 was reclassified to equity in accordance with EITF 06-7.

13

Note 2 of the unaudited financial statements accompanying this report states that substantial doubt has been raised about our ability to continue as a going concern.  We have no business operations and, thus, no revenues to cover our expenses.

Off-Balance Sheet Arrangements

As of June 30, 2008, we did not have any off-balance sheet arrangements.

Item 3.        Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.        Controls and Procedures

Under the supervision and with the participation of Robert W. Dunlap, our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end of the period covered by this report.  Based on his evaluation, Mr. Dunlap concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be included in the Company’s periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

The internal control deficiencies noted consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.  However, the size of the Company prevents it from being able to employ sufficient resources to enable it to have adequate segregation of duties within its internal control system.  Mr. Dunlap oversees our accounting and general internal control process.  As we have a very limited staff, we do not have other management staff with financial accounting experience for purposes of crosschecking or advising Mr. Dunlap on our accounting or financial reporting processes.  Our current processes and procedures require substantive manual intervention, estimation and reliance on several sources of information that are not integrated with our accounting system.

Accordingly, we have concluded that the above is a result of material weaknesses in our internal controls over financial reporting.  Other than described above, there have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to June 30, 2008.

PART II.  OTHER INFORMATION

Item 1.        Legal Proceedings

None.

Item 1A.     Risk Factors

Not Applicable.

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

On April 21, 2008, we completed the purchase of 1,200 shares of common stock pursuant to one shareholder’s valid exercise of dissenters’ rights.  The 1,200 purchased shares have been cancelled and returned to authorized and unissued common stock.  The following table summarizes the information related to our purchase of the 1,200 shares.

14

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Quarter ended 6/30/08	1,200	$1.44	—	—
Total

Item 3.        Defaults Upon Senior Securities

None.

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

None.

Item 5.        Other Information

None.

Item 6.        Exhibits

Regulation S-B Number	Exhibit
3.1	Articles of Incorporation of the Company as Amended on October 21, 1983 (1)
3.2	Bylaws (2)
3.3	Articles of Amendment to Articles of Incorporation for Utah Profit Corporations (3)
10.1	Convertible Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2002 (4)
10.2	Convertible Promissory Notes issued to Robert W. Dunlap dated January 1, 2002 (4)
10.3	Convertible Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2002 (4)
10.4	Convertible Promissory Note issued to Lee Family Partnership dated January 1, 2002 (4)
10.5	Convertible Promissory Note issued to Douglas K. Lee dated January 1, 2002 (4)
10.6	Convertible Promissory Note issued to Janice Atkins dated January 1, 2002 (4)
10.7	Convertible Promissory Note issued to Park-Premier Mining Company dated January 1, 2002 (4)
10.8	Convertible Promissory Note issued by Park Cummings Mining Company to Park-Premier Mining Company dated January 1, 2004 (5)
10.9	Convertible Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2004 (5)
10.10	Convertible Promissory Notes issued to Robert W. Dunlap dated January 1, 2004 (5)
10.11	Convertible Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2004 (5)
10.12	Convertible Promissory Note issued to Lee Family Partnership dated January 1, 2004 (5)
10.13	Convertible Promissory Note issued to Douglas K. Lee dated January 1, 2004 (5)
10.14	Convertible Promissory Note issued to Janice Atkins dated January 1, 2004 (5)
10.15	Convertible Promissory Note issued by Park Cummings Mining Company to Park-Premier Mining Company dated January 1, 2007 (5)
10.16	Convertible Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2007 (5)
10.17	Convertible Promissory Notes issued to Robert W. Dunlap dated January 1, 2007 (5)
10.18	Convertible Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2007 (5)
10.19	Convertible Promissory Note issued to Lee Family Partnership dated January 1, 2007 (5)
10.20	Convertible Promissory Note issued to Douglas K. Lee dated January 1, 2007 (5)
10.21	Convertible Promissory Note issued to Janice Atkins dated January 1, 2007 (5)
10.22	Loan Agreement between Park-Premier Mining Company and Robert W. Dunlap dated January 11, 2007 (5)

15

Regulation S-B Number Exhibit

10.23	Promissory Note issued to Robert W. Dunlap dated January 11, 2007 (5)
10.24	Letter Agreement dated February 15, 2007 between Park-Premier Mining Company and Talisker Realty Limited (5)
10.25	Letter Agreement dated February 15, 2007 between Robert and Kathy Dunlap and Tuhaye LLC (5)
10.26	Letter Agreement dated February 15, 2007 between Park-Premier Mining Company and Ranch 248 LLC (5)
10.27	Promissory Note issued to Robert W. Dunlap dated May 2, 2007 (6)
10.28	Promissory Note issued to Robert W. Dunlap dated July 18, 2007 (6)
10.29	Promissory Note issued to Robert W. Dunlap dated November 9, 2007 (6)
10.30	Amendment No. 1 to Letter-Form Agreement (Project “A”) (7)
10.31	Amendment No. 1 to Letter-Form Agreement (Project “B”) (7)
10.32	Amendment No. 1 to Letter-Form Agreement (Project “C”) (7)
10.33	First Amended and Restated Convertible Promissory Notes issued to Affiliated Mining, Inc. dated January 1, 2008
10.34	First Amended and Restated Convertible Promissory Notes issued to Robert W. Dunlap dated January 1, 2007
10.35	First Amended and Restated Convertible Promissory Note issued to Estate of Bernie Dunlap dated January 1, 2008
10.36	First Amended and Restated Convertible Promissory Note issued to Lee Family Partnership dated January 1, 2008
10.37	First Amended and Restated Convertible Promissory Note issued to Douglas K. Lee dated January 1, 2008
10.38	First Amended and Restated Convertible Promissory Note issued to Janice Atkins dated January 1, 2008
10.39	First Amended and Restated Promissory Note issued to Robert W. Dunlap dated January 11, 2008
31.1	Rule 13a-14(a) Certification
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-KSB for the year ended December 31, 1983, file number 000-16736.

(2) Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-KSB for the year ended December 31, 1987, file number 000-16736.

(3) Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated and filed on February 20, 2008.

(4) Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-KSB for the year ended December 31, 2001, file number 000-16736.

(5)	Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-QSB for the three months ended March 31, 2003, file number 000-16736.
(6)	Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-KSB for the year ended December 31, 2007, file number 000-16736.
(7)	Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated March 12, 2008, and filed on March 14, 2008.

16

SIGNATURES

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

	PARK-PREMIER MINING COMPANY
Dated:  August 18, 2008	By:	/s/ Robert W. Dunlap
		Robert W. Dunlap, President (principal executive and financial officer)

17