Mail Stop 4561
December 22, 2005
Michael Jacobson
Chief Executive Officer
Premiere Publishing Group, Inc.
386 Park Avenue South, 16th Floor
New York, New York 10016
Re: Premiere Publishing Group, Inc.
Form SB-2
Filed on November 29, 2005
File No. 333-129997
Dear Mr. Jacobson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus. Such graphics and pictorial
representations should not be included in any preliminary
prospectus
distributed to prospective investors prior to our review.
2. Please revise to include the disclosure relating to market for
common equity and related stockholder matters required by Item 201
of
Regulation S-B.
3. Please identify any selling shareholders who are registered
broker-dealers or affiliates of broker dealers. Additionally,
tell
us if the broker-dealer received the securities as underwriting
compensation.
4. Please note, a registration statement registering the resale of
shares being offered by broker-dealers must identify the broker
dealers as underwriters if the shares were not issued as
underwriting
compensation. Accordingly, your statement on the Cover Page that
selling shareholders "may be deemed underwriters" and similar
disclosure in the "Plan of Distribution" that broker-dealers "may
be
deemed to be underwriters" is not sufficient if any of the selling
shareholders are broker-dealers.
5. If any of the selling shareholders are affiliates of broker-
dealers, please provide an analysis supporting your position that
the
resale of securities by any affiliates of broker-dealers is not an
indirect primary offering. Your analysis should address the
following points:
* how long the selling shareholders have held the securities,
* the circumstances under which the selling shareholders received
the
securities,
* the selling shareholders` relationship to the issuer,
* the amount of securities involved,
* whether the sellers are in the business of underwriting
securities,
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:
* the seller purchased in the ordinary course of business and
* at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.
Prospectus Cover Page
6. We note that your securities will be sold on a continuous
basis.
As a result, please add a Rule 415 box to the facing page of your
registration statement noting that the securities being registered
on
your Form SB-2 are being offered on a delayed or continuous basis.
Refer to the Division of Corporation Finance Manual of Publicly
Available Telephone Interpretations, Section D, paragraph 36.
7. We are uncertain of the reference to the "other disposition" of
up
to 16,421,464 shares of your common stock. Please advise us as to
what you are referring, or delete the reference from your
prospectus
cover page.
8. Please note that shares are not listed on the OTC BB, they are
quoted. Please revise here and throughout your prospectus as
necessary for clarification.
9. Please revise paragraph 4 to clarify that the application of a
market maker is necessary to have your common stock quoted on the
OTC
Bulletin Board, as opposed to the company making such application
on
its own behalf.
Prospectus Summary - page 4
10. Please advise us whether or not you have a web address. If you
do, please include the address in your summary section. Please see
Item 101(c)(3) of Regulation S-B.
Our Company - page 4
11. We note your use of the term "Company" when referring to
Premiere
Publishing. Since this term is vague and abstract, please revise
to
use your actual company name or a shortened version of it here and
throughout your document.
12. Please revise paragraph one to clarify when the company was
organized. Please provide similar clarification in paragraph one
of
"Company History" on page 9.
13. Please clarify, if true, that you intend to publish Poker Life
twice a month.
Risk Factors - page 5
14. We note the statement that the risks you have disclosed in
your
registration statement are "only a few of the risks" associated
with
investing in your common stock. Please revise your disclosure such
that you include all risks that you believe are material at this
time. When you revise, please delete language indicating that
there
are other risks or unknown risks associated with investing in your
common stock.
15. Please revise to include risk factor disclosure relating to
the
revenue recognition policy of Sobe Life, LLC, discussed on page 9.
16. Please revise your risk factor headings as appropriate so that
each heading succinctly expresses the risk described in the
attendant
risk factor disclosure. Examples needing revision include:
* Competition in the consumer magazine publishing business - page
5
* Consolidation of principal vendors - page 6
* Poker Life will face intense competition from other poker
magazines
- - page 6
17. Please revise your risk factors as appropriate to identify the
risk investors face, rather than referring generically to an
"adverse
effect." Risk factors needing revision include:
* If we are unable to hire and retain key personnel, then we may
not
be able to implement our business plan - page 5
* Increases in paper costs may have an adverse impact on our
future
financial results - page 5
* Consolidation of principal vendors - page 6
* Our magazine business is subject to competition from the rapidly
increasing market for internet and new media products and services
- -
page 6
If Sobe Life, LLC continues to incur net losses, and we are unable
to
raise additional capital, Sobe Life, LLC`s business may fail -
page 5
18. Please disclose that the audit report raises substantial doubt
about your ability to continue as a going concern.
19. In that investors are making a decision with respect to the
common shares of Premiere Publishing Group, please revise to
include
disclosure relating to the $4,635,402 accumulated deficit of
Premiere
Publishing Group, Inc., and its subsidiaries, in addition to the
reference to Sobe Life`s accumulated deficit of $1,239,914.
If our business plan fails, our company will dissolve and
investors
may not receive any portion of their investment back - page 5
20. Please revise to clarify, if true, that holders of senior
notes
will have priority in the event of liquidation, such that equity
investors are unlikely to receive invested funds in the event of
the
company`s liquidation.
We could be subject to criminal or civil penalties if we include
in
Poker Life magazine advertisements for online-gaming companies -
page
6
21. Please revise to clarify whether you have a policy not to run
the
referenced ads for online-gaming sites in Poker Life magazine. As
currently drafted, it is difficult to determine whether the
referenced risk is one applicable to an investment in Premiere
Publishing.
Forward-Looking Statements - page 7
22. Remove the reference to the safe harbor protections under the
Private Securities Litigation Reform Act. See the exclusion for
penny stock issuers and initial public offerings in Section 27A of
the Securities Act and 21E of the Securities Exchange Act of 1934.
Please remove similar language found beneath "Our Business" on
page
9.
23. The references to "oil and gas reserves" and "extract
reserves"
do not appear relevant to this registration statement. Please
revise
to remove them. When you revise, please note that a discussion of
forward-looking statements should not be a recitation of the items
listed under risk factors.
Where you can get more Information - page 7
24. Please revise this section to reflect that you are not
currently
subject to the reporting requirements of the Exchange Act.
25. Please revise to note that the Public Reference Section has
relocated to Room 1580, 100 F Street N.E., Washington, D.C. 20549.
Our Plan of Operations - page 8
26. Please revise paragraph one to allocate the referenced
$200,000
revenues between advertising revenues and circulation revenues.
27. Please revise to indicate the basis for management`s belief
that
cash on hand of approximately $1,000,000, as referenced in
paragraph
3, will be sufficient for your operations for the next twelve
months.
28. Please update the status of the $560 thousand of 8% promissory
notes. We note that they matured in November 2005.
29. Please revise to indicate why you believe that revenues will
increase over each forthcoming issue of Trump World, while you
expect
expenses to remain roughly the same.
30. Please revise to briefly describe the material terms of the
bridge loan referenced on page 9.
Description of Our Business - page 10
Trump World Magazine - page 10
31. Please revise to clarify that Premiere Publishing is
responsible
for the complimentary distribution of 50,000 copies of Trump
World.
Advertising in Trump World Magazine - page 10
32. Please confirm that the list of advertisers you have included
is
representative of your advertising base. Listing only the largest
or
most well-known advertisers may not provide an accurate profile of
advertisers in Trump World.
Poker Life Magazine - page 11
33. Please clarify whether you did, in fact, launch Poker Life
Magazine in October 2005. Please edit as appropriate for
consistency
throughout your registration statement.
34. Please revise to provide support for currently unsupported
factual assertions. Examples needing support include:
* We expect this magazine to enter the market as the only upscale
publication devoted to the exciting lifestyle surrounding poker. -
page 11
* World champions of poker will also contribute tips that make
readers infinitely better at the game. - page 11
* However, most of these magazines are missing the crucial luxury
lifestyle element that will distinguish Poker Life from the
competition. - page 12
In the alternative, please revise to delete these statements.
35. Please revise to identify the memorandum referenced in
paragraph
four of this section of your registration statement.
Selling Shareholders - page 15
36. For all non-natural persons who are selling shareholders,
please
revise to indicate the name of the natural person or persons
holding
voting control and dispositive power over the shares. We note, by
way
of example, Bella Capital Holdings LLC, and Lion Advisors LLC.
Please make similar changes to you beneficial ownership chart.
37. Please revise the second sentence of the last paragraph on
page
16 as it is not a complete sentence.
Dilution - page 19
38. Insofar as you may issue shares upon the exercise of warrants
and
promissory notes, we are uncertain why there will be not dilution
to
your existing shareholders. Please advise or revise.
Plan of Distribution - page 19
39. Please revise the first paragraph of this section to clarify
that
the shares will be offered at a fixed price until they are quoted
on
the OTC-BB.
Description of Securities - page 21
Our 8% Convertible Promissory Notes-The Bridge Loan - page 22
40. Please revise, as appropriate, to clarify whether the notes
matured in November 2005.
Financial Statements and Notes
Consolidated Statement of Stockholder`s Equity, page F-4
41. We note that you have numerous arrangements by which shares of
stock of the company were issued in exchange for compensation of
the
goods and services. Please explain to us and disclose the nature
of
such arrangements and how you determined the value of these
transactions.
Consolidated Statement of Loss, page F-5
42. We note that basic and diluted loss per share differ. Given
your
net loss position, clarify why you have included the impact of
potential common shares in calculating diluted earnings per share
as
it appears the impact is antidilutive. Reference is made to
paragraphs 13-16 of SFAS 128. Advise us or revise accordingly.
Note 2 - Acquisitions, page F-9
43. Please tell us how you accounted for the acquisition of Sobe
Life, LLC by Premiere Publishing Group and the basis in GAAP for
your
accounting treatment. Specifically address how you determined
this
transaction was a business combination within the scope of SFAS
141
given Premiere Publishing Group was a newly formed entity with
nominal operations. For example, how did you determine this was
not
a recapitalization or a reorganization, assuming certain criteria
are
met? To the extent that you were within the scope of SFAS 141,
please tell us how you determined that Premiere Publishing not
Sobe
Life, LLC is the accounting acquirer. Reference is made to
paragraph
19 of SFAS 141.
Note 3 - Debentures Payable
44. We note that the company issued a $560K principal amount of 8%
convertible promissory notes. Advise us of how you considered
EITF
98-5 and EITF 00-27 in accounting for the potential beneficial
conversion feature relating to this debt.
45. We note that you offered 100 units consisting of an 8% senior
convertible promissory note in the face amount of $25K and 6,666
shares of common stock. Please clarify how the 6,666 shares
underlying the units are recorded in your financial statements.
Note 4 - Commitments, page F-10
46. Reference is made to your disclosures regarding the $200,000
cash
payment and issuance of 2,000,000 shares of common stock related
to
the Trump agreement. Please clarify why taking an immediate
charge
for this transaction is appropriate and the basis in GAAP for your
treatment. If the consideration was given for an intangible or
prepaid asset, tell us why the amounts are not amortized over the
term of the arrangement.
47. Clarify where the profits interest is accrued for in the
financial statements and the timing in which this accrual is
recorded.
Part II-Information Not Required in Prospectus
Item 26-Recent Sales of Unregistered Securities
48. For each recent sale, please revise to indicate the
consideration
received, whether cash or otherwise. Refer to Item 701(c) of
Regulation S-B.
49. In each instance, please revise to note the facts you relied
upon
in deeming the exemptions from registration available. Refer to
Item
701(d) of Regulation S-B.
50. Please revise to identify the "certain employees" to whom the
company issued 1,910,000 shares of common stock in March 2005.
51. Please revise to identify the person or class of person to
whom
the company issued 99 investment units in October, 2005. Note that
"unaffiliated persons" is not sufficient for purposed of Item
701(b)
of Regulation S-B.
52. Please revise to name the four firms to whom the company
issued
3,000,000 shares and 3,000,000 warrants in November 2005.
Item 28-Undertakings
53. Please update your Item 512(a) undertakings in accordance with
the amendments thereto that became effective as of December 1,
2005.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, when the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Yolanda Crittenden, Accountant, at (202) 551-
3472 or Cicely Luckey, Branch Chief, at (202) 551-3413 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Paul Fischer, Staff Attorney, at (202)
551-
3415 or the undersigned at (202) 551-3852 with any other
questions.
Sincerely,
Michael McTiernan
Special Counsel
cc: Hank Gracin, Esq. (via facsimile)
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Premiere Publishing Group, Inc.
December 22, 2005
Page 10