AHRO 10-K Annual Report Dec. 31, 2013

AUTHENTIC HOLDINGS, INC.

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10-K 1 pog10k123113.htm PREMIERE OPPORTUNITIES GROUP pog10k123113.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________

FORM 10-K

_______________________________

Annual Report Under Section 13 or 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For Fiscal Year Ended December 31, 2013

Commission File Number: 000-1338929

PREMIERE OPPORTUNIITES GROUP, INC.

(Name of small business issuer in its charter)

Nevada	11-3746201
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

1407, Broadway, Suite 1704

New York, NY 10018

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(973 390 0072)

(ISSUER TELEPHONE NUMBER)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of each class)

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes [ ] No [ X ]

Indicate by check mark whether the registrant has (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 the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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. (Check one):

			Large accelerated filer			Accelerated filer
			Non-accelerated filer			Smaller reporting company	X

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X ]

The Issuer’s Revenues for year ended December 31, 2013 were: $50,233

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2013, was: $1,755,000

Number of shares of the registrant's common stock outstanding as of December 31, 2013 is: 218,253,149 shares.

PREMIERE Opportunities GROUP, INC.

INDEX

		Page

PART I		4
Item 1.	Description of Business	5
Item 1A.	Risk Factors	7
Item 2.	Description of Property	12
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	12

PART II		12
Item 5.	Market for Common Equity and Related Stockholder Matters	12
Item 6.	Management’s Discussion and Analysis	13
Item 7.	Financial Statements	16
Item 8.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosures	16
Item 8A.	Controls and Procedures	16
Item 8B.	Other Information	18

PART III		18
Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act	18
Item 10.	Executive Compensation	20
Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 12.	Certain Relationships and Related Transactions	22
Item 13.	Exhibits and Reports on Form 10-K	24
Item 14.	Principal Accountant Fees and Services	25

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and the documents incorporated by reference herein contain forward-looking statements that are not statements of historical fact and may involve a number of risks and uncertainties. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, developments and business strategies.

We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "will," "plan," "predict," "project" and similar terms and phrases, including references to assumptions, in this annual report on Form 10-K and our incorporated documents to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

			•			general economic and industry conditions;
			•			our history of losses, deficits and negative operating cash flows;
			•			our limited operating history;
			•			industry competition;
			•			environmental and government regulation;
			•			protection and defense of our intellectual property rights;
			•			reliance on, and the ability to attract, key personnel;
			•			other factors including those discussed in "Risk Factors" in this annual report on Form 10-K and our incorporated documents

You should keep in mind that any forward-looking statement made by us in this annual report or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this annual report after the date of filing, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that any forward-looking statement made in this annual report or elsewhere might not occur.

In this annual report on Form 10-K the terms "Premiere," "Company," "we," "us" and "our" refer to Premiere Opportunities Group, Inc. and its subsidiaries.

ITEM 1. DESCRIPTION OF BUSINESS OUR COMPANY

Our principal offices are located at 1407, Broadway, Suite 1704, New York, NY 10018. Our telephone number is 973 390 0072

Since our formation in 2004, we had operated as a magazine publishing company until 2007 when we ceased all publishing operations. We had operated principally through out two wholly-owned subsidiaries Sobe Life LLC and Poker Life LLC. Our publications included “Trump Magazine,” “Poker Life Magazine” and several poker oriented magazines we prepared and published for several on-line gaming companies. Thru the present date we have incurred losses of $8,485,689 from operations principally from the former magazine operations.

Current Business Plan

Since ceasing the publishing operations of the former company and management, our operations consist solely of utilizing the expertise of our Board Members and outside agents to further the efforts our Advisory Services business plan thru a wholly owned subsidiary known as Trident Merchant Group, Inc which generates revenue through both cash and/or equity owned in the client company. In 2012 Direct LED a client of our Company filed an S-1 registration statement which was declared effective by the Securities and Exchange Commission in January of 2013 and we expect to file a 15c2-11 with FINRA in the near future to begin trading in the comm,on stock. Premiere also signed Letters of Intent with Defense Technology Corp, Inc and Flex Fuel Technologies during 2012 and Premiere has been and currently are advising both companies and expects Flex Fuel Technologies to file its S-1 Registration Statement with the Securities and Exchange Agreement in the near future. In addition during 2013 Trident Merchant Group signed an advisory agreement with Hispanica Delights of America which filed its S-1 Registration Statement and we are expecting that the Securities and Exchange commission will declare the Registration Statement “effective” in the near future.

Although it is hopeful that the client companies will establish a public market for their common stock and if successful would be beneficial for Premiere shareholders, there can be no assurance that such events will be successful.

In addition we are in the process of developing an apparel business that specializes in the design and manufacturing of diverse fashion which will be distributed in Southeast Asia and Chine. During the current year we established agreements with third parties to distribute into SE Asia and China the clothing lines of world renown designers such as Jones NY, Kiton, Cuccinelli and are in discussions with several other designers with similar intent.

We also formed a majority owned joint venture with Cabe Studio a US based Couture Fashion design and manufacturing company whose line of will be distributed into SE Asia and China. As of this date Cabe has opened four stores in Seoul Korea and will open two more in Shanghai, China in second quarter 2014.

We continue to use our limited resources to pay for our minimal operations as well as for our legal, accounting and professional services required to prepare and file our reports with the SEC in our efforts to stay a “fully reporting” company. Our financial resources will only be sufficient to sustain our operations for the short-term or until the point that we can either obtain additional financing and/or monetize our equity interest(s) in one or more of our client companies.

There can be no assurance that we will be able to obtain financing, monetize our equity interest(s) or even identify an acceptable operating company to combine with and complete an acquisition, nor that any business we could acquire will generate profits or increase the value of the Company and or the common stock price. If we are unable to locate additional financing within the short-term, we may be forced to suspend all public reporting with the SEC and in the extreme case possibly liquidate or dissolve the corporation..

Our indebtedness is substantial which must be settled prior to undertaking an acquisition of an operating company. As of the date of this report, we have not settled any of our obligations with the exception of The Secured Promissory Note formerly held by RR Donnelly and now held by our Co-Chairman Mr. Chris Giordano. We have written down a substantial portion of our vendor debt in order to further the efforts of cleaning up our balance sheet. We have also eliminated thru conversions the vast majority of the Unsecured Convertible Note Holders. The total stock issued in conjunction with the conversions will be 24,100,000 which will be booked in fiscal year 2014.

One of our other primary objectives is to identify a suitable operating company to acquire with a view to achieving long-term growth within a specific industry. As of the date of this report, we have not identified a particular industry and have determined not to restrict our search for a target company to any specific business, industry or geographical location. As of the date of this report, we have had substantial conversations with Global Fashion Inc., and have signed a Letter of Intent with them to explore the possibilities of a merger but there can be no assurance that a closing will occur.

Employees and Consultants

We have terminated all personnel involved in publishing. As of December 31, 2012, we have no employees.

ITEM 1A. RISK FACTORS

Our business and an investment in our securities are subject to a variety of risks. The following risk factors describe the most significant events, facts or circumstances that could have a material adverse effect upon our business, financial condition, results of operations, ability to implement our business plan, and the market price for our securities. Many of these events are outside of our control.

Risks Relating To Our Business

We need additional capital and our auditors have raised substantial doubt about our ability to continue as a going concern.

We have only a modest amount of cash, which is not sufficient to support our plan of operations for the short-term. We are actively seeking financing; however, there can be no assurances that financing will be available to us, or if available will be on terms satisfactory to us. If we are unable to obtain funds when we need them or if we cannot obtain funds on terms favorable to us within the short-term, we may not be able to maintain our operations as a going concern. In this regard, our independent registered public accounting firm has included a paragraph in its audit report on our financial statements as of December 31, 2012 and for the year then ended, raising substantial doubt about our ability to continue as a going concern.

We have a history of losses and our future profitability on a quarterly or annual basis is uncertain, which could have a harmful effect on our business and the value of our common stock.

Since the company began operations in 2004 as a publishing company and thru the most current period while initiating our new business model we have not generated enough revenue to exceed our expenditures within any twelve month fiscal period. Since our inception, we have financed our operations primarily through private offerings of our debt and equity securities. Our planned expenditures are based primarily on our internal estimates of our future ability to raise additional financing. If additional financing does not meet our expectations in any given period of time, we will have to cut our planned expenditures which could have an adverse impact on our business or force us to cease operations. As of December 31, 2012 our bank account was not overdrawn but we had under $1,000 cash on hand. Failure to achieve profitable operations may require us to seek additional financing when none is available or is only available on unfavorable terms.

We have substantial amount of debt which must be liquidated prior to entering an acquisition of an operating company. We have made and continue to make significant progress in negotiating our debt for equity based exchange offers with our creditors.

We have converted the vast majority of the Unsecured Convertible Promissory Note Holders as well as our Secured Note Holder, Mr. Chris Giordano the Company's Chairman and are hopeful that we can reach a mutually beneficial and complete accord with both entities in the near future.In the event we cannot settle our debts or obtain additional financing we will we will not be able to acquire an operating business and we may be forced to suspend all public reporting with the SEC and in the extreme case possibly liquidate the company.

We have experienced net losses in each fiscal year since our inception, and we expect to continue to incur losses for the foreseeable future. Assuming we transition our business model as expected, and until we complete a business combination with an operating company, we will generate some but not significant enough revenues in the future from our advisory services clients but we will continue to incur expenses related to identifying and acquiring an operating company and meeting our compliance and reporting obligations under applicable federal securities laws. We will need to raise additional funds, and such funds may not be available on commercially acceptable terms, if at all. If we cannot raise funds on acceptable terms, we may not be able to continue to execute our plan to acquire an operating company and in the extreme case, we may then liquidate the Company.

We may not be able to acquire an operating company and if we complete such an acquisition, we expect that we will need to raise additional capital.

Assuming we transition our business model as expected, our sole business objective following liquidation of our debts will be to seek to identify business opportunities. As of the date of this report, we have commenced the process of identifying and evaluating operating companies as potential acquisition targets and we have commenced discussions and have entered into a Letter of Intent to acquire an operating company. There can be no assurance that we will be able to complete such acquisition.

Furthermore, our ability to execute on this business model may be subject to material doubt as our management team will likely be limited to one part-time individual who will have minimal cash resources to support operations for more than the short-term.

In the event that we complete such an acquisition, we expect that we will need to raise substantial additional capital. We intend to rely on external sources of financing to meet any capital requirements and to obtain such funding through the debt and equity markets. We cannot provide any assurances that we will be able to obtain additional funding when it is required or that it will be available to us on commercially acceptable terms, if at all. If we fail to obtain such necessary funding, any such acquisition may not be successful.

In order to raise any financing, we may need to increase our authorized capital stock.

We are presently authorized to issue 300,000,000 shares of common stock, approximately 218,014,199 million of which have been issued. All of our unissued shares are reserved for issuance to cover issuance obligations and for the potential exercise of outstanding options, warrants and conversion of notes. We do not have sufficient authorized and unissued shares to cover the exercise of currently outstanding options, warrants, and conversion obligations, in view of our current stock price, our authorized and unissued shares will not be sufficient should we need to raise additional funding through the sale of our securities.

In 2013 the majority shareholders voted to increase the Authorized Capital from 200,000,000 to 300,000,000. Accordingly, we may not have sufficient authorized capital available to raise the funds necessary to execute our business plan beyond the short term and may have to increase the Authorized Capital in the future.

Our Board of Directors has sole discretion to identify and evaluate acquisition candidates and complete acquisitions without approval of our stockholders.

We have not developed any specific acquisition guidelines and we are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential acquisitions or business combinations. We will target companies that we believe will provide the best potential long-term financial return for our stockholders and we will determine the purchase price and other terms and conditions of acquisitions without review or approval of our stockholders. Accordingly, our stockholders will not have the opportunity to evaluate the relevant economic, financial and other information that our Board, which at that time may only consist of one person, will use and consider in deciding whether or not to enter into a particular transaction.

We will not generate any significant revenue or earnings in the near future unless and until we merge with or acquire an operating business.

Upon completion of the liquidation of our debts, if such event occurs, we will have minimal assets and no operations. As a result, we do not expect to generate any revenue or realize revenue unless and until we successfully merge with or acquire an operating business.

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

There is currently a very competitive market for business opportunities which could reduce the likelihood of consummating a successful business combination. We expect to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies, venture capital firms, and special purpose acquisition companies or “SPACs” are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. As result, we may be unable to effectively compete with such entities in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Risks Relating To Our Stock

Our common stock is traded on the OTC Bulletin Board and could be subject to extreme volatility.

Our common stock is currently quoted on the OTC Bulletin Board, which is characterized by low trading volume. Because of this limited liquidity, stockholders may be unable to sell their shares. The trading price of our shares has from time to time fluctuated widely and may be subject to similar fluctuations in the future. The trading price of our common stock may be affected by a number of factors, including events described in these risk factors, as well as our operating results and financial condition. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock.

We will seek to raise additional funds in the future, and such additional funding will likely be dilutive to shareholders or impose operational restrictions.

We need to raise additional capital in the immediate term to help fund operating expenses and execute our new plan of operations . If additional capital is raised through the issuance of equity securities, the percentage ownership of our shareholders will be reduced. These shareholders may experience additional dilution in net book value per share and any additional equity securities may have rights, preferences and privileges senior to those of the holders of our common stock.

The influx of additional shares of our common stock onto the market may create downward pressure on the trading price of our common stock.

The initial sale or secondary resale of substantial amounts of our common stock in the public markets could have an adverse effect on the market price of our common stock and make it more difficult for us to sell our equity securities in the future at prices which we deem appropriate.

Substantial voting power is concentrated in the hands of our principal stockholders.

We do not anticipate paying cash dividends.

We have not paid any cash dividends on our common stock since our inception and we do not anticipate paying cash dividends in the foreseeable future. For the foreseeable future, we anticipate that we will retain any earnings which we may generate from our operations to finance and develop our growth and that we will not pay cash dividends to our stockholders.

We are not subject to certain of the corporate governance provisions of the Sarbanes-Oxley Act of 2002.

Since our common stock is not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance requirements established by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These include rules relating to independent directors, director nomination, audit and compensation committees, retention of audit committee financial expert and the adoption of a code of ethics. Although a majority of our directors are considered independent and we have separately designated board committees consisting exclusively of directors who are considered independent, we expect that some or all of our independent directors will resign following the filing of this report. Accordingly, we expect that we will no longer be in compliance with such corporate governance standards. Unless we voluntarily elect to fully comply with those obligations, which we have not to date, the protections that these corporate governance provisions were enacted to provide, will not exist with respect to the Company.

If we fail to comply in a timely manner with requirements of Section 404 of the Sarbanes-Oxley Act of 2002, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal controls over financial reporting, and attestation of this assessment by our independent registered public accountants. The SEC has extended the compliance dates for smaller public companies, including us, such that the annual assessment of our internal controls requirement will first apply to our annual report for our first fiscal year ending December 31, 2008 and that the first attestation report of our assessment that our independent registered public accounting firm will need to complete will be required in connection with the preparation of our annual report for our fiscal year ending December 31, 2010. Compliance with these rules will require us to incur increased general and administrative expenses and management attention. The standards that must be met for management to assess the internal control over financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants. If we cannot assess our internal controls over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

ITEM 2. DESCRIPTION OF PROPERTY

A director of the company provides office space in New York City at no cost.

ITEM 3. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock currently trades on the OTC Bulletin Board under the symbol “PPBL.” The following table states the range of the high and low bid-prices per share of our common stock for each of the calendar quarters since our stock began trading in August 2006, as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. The last price of our common stock as reported on the OTC Bulletin Board on December 31, 2010 was $0.0028 per share. As of December 31, 2010, there were 123 shareholders of record of our common stock. This number does not include beneficial owners from whom shares are held by nominees in street name.

Fiscal Year 2012

First Quarter	$	0.01	$	0.01

Second Quarter	$	0.01	$	0.01

Third Quarter	$	0.01	$	0.01

Fourth Quarter	$	0.01	$	.0068

Dividend Policy and Holders

No dividends have been paid to date on our common stock and no change of this policy is under consideration by our board of directors. Our board of directors is not required to declare or pay dividends on our securities. The payment of dividends in the future will be determined by our board of directors in light of conditions then existing, including our earnings, financial requirements, general business conditions, reinvestment opportunities, and other factors. There are otherwise no restrictions on the payment of dividends existing at this time. We had 123 stockholders of record of our common stock on March 31, 2010.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this report are based on information available to us on the date hereof, and except as required by law, we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth in the section captioned "Risk Factors" in Item 1A and elsewhere in this report. The following should be read in conjunction with our audited financial statements and the related notes included elsewhere herein.

Overview and Recent Transactions.

We have continued to incur significant losses since our inception. During fiscal 2013, we recognized losses of $101,185 respectively, and we had an accumulated deficit of $8,315,277 as of December 31, 2013.

The company in 2010 made the decision of transitioning from a publishing company to a corporate advisory company which will render expertise to both private and public companies in the areas of capital structure, capital markets access, mergers and acquisitions, management led buyouts out of court restructurings, recapitalization and bankruptcy planning.

The company continues to fortify this effort by continually seeking out and bringing highly qualified and talented individuals to the Board of Directors as well as agents for the company whom are willing to work for stock options.

We have not paid any salaries and do not expect to in the near future. Our Board members will be reimbursed for any out of pocket expenses related to their service as a Board Member but not be paid for attending Board meetings.

On September 20, 2007 several of our creditors filed for involuntary bankruptcy liquidation of our principal operating subsidiary Sobe Life LLC (“Sobe”). As of 2007 the operating subsidiary has been abandoned and the Secured Lien held by RR Donnelly & Co, Inc. was purchased by Chris Giordano our Co-Chairman and is held in the form of a Secured Promissory Note.

In the event we cannot settle our debts or obtain additional financing we may be forced to suspend all public reporting with the SEC and in the extreme liquidate. To date the company has been primarily funded by our Co-Chairman Chris Giordano and in the event the as needed funding were to be interrupted the Company may be forced to suspend all public reporting with the SEC.

We are in no longer in default of the Secured Promissory Note held by Mr. Chris Giordano but we are in dafault on our Convertible Note with one party.

We have a working capital deficit of $1,929,400 as of December 31, 2013.

Discontinued Operations

For the period from May 1, 2004 through December 31, 2013, we have incurred a net loss from discontinued operations of $8,315,227.

Plans to Expand the Advisory Business Model and also Acquire a Profitable Operating Company

Our operations consist of building our advisory services business, attempting to settle our considerable debt, and also to identify and complete a business combination with an operating company as well to comply with our reporting obligations under federal securities laws.

We anticipate that the selection of a business combination will be complex and subject to substantial risk. Based on general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking access to the capital markets and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to incentivize key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock.

Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Unless we acquire an operating company, we do not expect to rehire our personnel, incur any capital expenditures, or incur any research and development expenses. Our ability to generate future revenue and earnings is dependent on our advisory services business model as well as identifying and acquiring an operating company or area of industry that we can expand with limited capital and the still have the ability to expand the business.

We feel with our contacts in SE Asia and China that we have an opportunity to potentially do so in the apparel industry and will continue to look for opportunities in that arena.

We will also continue to use our limited resources to pay for our minimal operations and legal, accounting and professional services required to prepare and file our reports with the SEC. Our remaining assets will only be sufficient to sustain us as a company for the short-term. There can be no assurance that we will be able to identify an acceptable operating company, complete an acquisition, or that any business we acquire will generate profits or increase the value of the Company. If we are unable to locate additional financing within the short-term, we will be forced to suspend all public reporting with the SEC and in the extreme possibly liquidate.

Liquidity and Capital Resources

Net cash at the end of December 31 st , 2014 was $17,389

Net cash used in operations was $101,710 for the year ended December 31, 2013.

Net cash provided by financing activities was $119,099 for the year ended December 31, 2013.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. These estimates are based on information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary significantly from those estimates under different assumptions and conditions.

Critical accounting policies are defined as those significant accounting policies that are most critical to an understanding of a company’s financial condition and results of operation. We consider an accounting estimate or judgment to be critical if (i) it requires assumptions to be made that were uncertain at the time the estimate was made, and (ii) changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

We believe that the following significant accounting policies are the most critical to an evaluation of our future financial condition and results of operations.

Revenues. Revenues are recognized only when realized / realizable and earned, in accordance with accounting principles generally accepted in the United States. Advertising revenues are recognized when the underlying advertisements are published, defined as the issuer’s on-sale date. Barter advertising revenues and the offsetting expense are recognized at the fair value of the advertising as determined by similar cash transactions. Revenues from magazine subscriptions are deferred and recognized proportionately as products are delivered to subscribers.

Stock Based Compensation. We account for our stock-based compensation in accordance with SFAS No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Long-Lived Assets. We account for long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.

Indemnification of officers and directors

Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that (1) his act or failure to act constituted a breach of his fiduciary duties as a director or officer and (2) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

This provision is intended to afford our directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, shareholders of our company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a director’s or officer’s fiduciary duty and does not eliminate or limit the right of our company or any shareholder to obtain an injunction or any other type of non-monetary relief in the event of a breach of fiduciary duty.

ITEM 7. FINANCIAL STATEMENTS

See pages F-1 through F-17.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 8A. CONTROLS AND PROCEDURES.

Reference is made to the disclosures below under Item 8A(T) Controls and Procedures.

Item 8A(T). Controls and Procedures.

Disclosure Controls and Procedures

Our President being the sole member of our management, in his capacity as our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report (December 31, 2011), as is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosures.

Based on that evaluation, our President concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective.

Our management has concluded that the financial statements included in this Form 10-K present fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our President conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.

This annual report does not include an audit or attestation report of our registered public accounting firm regarding our internal control over financial reporting. Our management’s report was not subject to audit or attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Changes in Internal Control over Financial Reporting

Our President also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the fourth quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our management concluded that the improvements described below were the only such changes during the quarter. As of the end of the period covered by this Annual Report, no deficiencies were identified in our internal controls over financial reporting which constitute a “material weakness.”

Item 8B. Other Information.

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our directors and officers, as of March 31, 2011, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

(a) Directors and executive officers:

Name	Age	Position

Omar Barrientos	70	Secretary and Director

Christopher Giordano	58	President and Chairman

Michael Rosenbaum	75	Director

The directors of the Company are elected to serve until the next annual shareholders' meeting or until their respective successors are elected and qualified. Officers of the Company hold office until the meeting of the Board of Directors immediately following the next annual shareholders' meeting or until removal by the Board of Directors.

The business experience, principal occupations and employment of each of the above persons.

Christopher A. Giordano - Mr. Giordano is the owner of Birchwood Capital Advisors, LLC., which provides financial and business consulting services to small and medium size businesses primarily in the bankruptcy and work-out arenas. Birchwood was the manager of the Distressed Opportunities Fund, LP from the period of 1990 thru 2001. The fund was a principal investor and or advisor to 37 Bankruptcies and Out of Court Restructurings. From 1980 thru 1990, Mr. Giordano served as a Senior VP in the Asset Management division Paine Webber. Mr. Giordano formed and owned Manchester Rhone Securities, an NASD member firm which underwrote several IPO's, until its sale in 1993. Mr Giordano

Omar G. Barrientos - Mr. Barrientos was the president, treasurer and a director of U.S.A. Sunrise Beverages Inc., from August 1990, until September 2002. From September 2002 to June 2006 Mr. Barrientos was the president, treasurer and a director of Sunrise U.S.A. Incorporated. Mr. Barrientos received a license as a Real Estate Mortgage Broker under the South Dakota Banking Commission in 1981 and was the principal of Ombar Financial Services, and its affiliates Tri-Star Financial Services Brokerage and Moody Trust Co., in Rapid City SD. From 1986 to 1990, Mr. Barrientos served as president of Mexico U.S.A. (member of a chain of Mexican restaurants) located in Rapid City, SD. Mr. Barrientos is the owner of 4,000,000 shares of the Company's common stock.

Michael Rosenbaum-Now retired was formerly the Executive VP and Director of Vector Group, Inc a NYSE public company. He was also vice chairman of Skybox, Inc which was sold for over 300 million cash to Marvel Group. Within the last 18 months he sold his interest in a luxury beachfront real estate development project in Virgin Gorda BVI. He is a director of Common Sense- a feminine hygiene co and Lithotech Grou- a medical device co. He has a BA from yale and MIA and LLB from Columbia University.

(b) Significant Employees.

None.

(d) Involvement in certain legal proceedings.

None.

(e) Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, 2009 all other such filing requirements applicable to our officers and directors were complied with.

(f) Code of Ethics

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of our Code of Ethics to an appropriate person or persons identified in the code; and (v) accountability for adherence to our Code of Ethics. We will provide any person without charge a copy of our code of ethics upon receiving a written request which may be mailed to our office at 264 Union Blvd, First Floor, Totowa NJ 0712.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to annual compensation paid in 2008 and 2009 to the then Company's executive officers.

Name and Principal Position	Year	Annual Compensation		Awards	Payouts	All Other Compensation
Chris H Giordano
President and Chairman	2013	-0-	(a)	None	None	None

a. Two Million Options were granted to Mr. Michael Rosenbaum as part of his agreement to become a Director of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the number of shares of our common stock that were beneficially owned as of March 31, 2010, by (1) each person known by us to be the owner of more than 5% of our outstanding shares of common stock, (2) our directors, (3) our executive officers, and (4) our directors and executive officers as a group. In general, "beneficial ownership" includes those shares a director or executive officer has sole or shared power to vote or transfer (whether or not owned directly) and rights to acquire common stock through the exercise of stock options or warrants exercisable currently or that become exercisable within 60 days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. We based our calculation of the percentage owned on 98,128,139 beneficially owned shares outstanding on December 31, 2010 . The address of each director and executive officer listed below is c/o Premiere Opportunities Group, Inc., 264 Union Blvd, First Floor, Totowa NJ 0712.

Name and Title	Number of Shares Beneficially Owned		Percent of Class

Christopher Giordano (2)Director		3,977,849		3.31	%

Omar Barrientos (2)Director		4,000,000		3.33	%

Michael Rosenbaum (4)Director		2,000,000		1.66	%

All officers and directors as a group		9977849		11.23	%

(1)	Mr. Trump’s address is c/o the Trump Organization, 725 Fifth Avenue, New York, NY 10022. Mr. Trump was paid these shares as compensation for granting us the rights to publish the Trump Magazine which agreement was terminated on August 31, 2007.

(2)	Mr. Giordano is the beneficial owner of shares of common stock which were bought in the open market between .022C and .0269C and in conjunction with an option granted at .03 and .0375c. Mr Giordano had filed both Form 3 and Form 4 in conjunction with the purchases and option exercise.

(3	Mr. Rosenbaum was granted a one year option to purchase 2,000,000 shares of the Company's common stock at a price of .005c per share. The option was exercised.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

(a) Transactions with related persons.

Other than as disclosed below, none of the present directors, officers or principal shareholders of the Company, nor any family member of the foregoing, have or have had any interest, direct or indirect, in any transaction, the amount of which exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last three completed fiscal years, within the last fiscal year, or in any proposed. Management believes the following transactions are as fair to the Company and similar to terms that could be obtained from unrelated third parties.

(d) Director independence

The directors of the Company are the executive officer of the Company and are direct and/or beneficial shareholders of the Company. Members of the Company's management may become associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates they will devote as much time to the Company's affairs as is reasonably needed.

The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company or the companies in which the officers and directors are affiliated with both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if the Company should decline to do so. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.

(ii) Board meetings and committees; annual meeting attendance

The Board of Directors do not meet on a regular basis and take action as and when required. The Company does not have any standing audit, nominating, or compensation committees of the Board of Directors.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, 2010 all other such filing requirements applicable to our officers and directors were complied with.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	PREMIERE OPPORTUNITIES GROUP, INC.

Dated: April 15, 2014	By: /s/ Omar Barrientos

	Omar Barrientos

	President, Principal Executive Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

By: /s/ Omar Barrientos Omar Barrientos	President, Principal Executive Officer and Principal Accounting Officer	April 15, 2014

By: /s/ Christopher Giordano Christopher Giordano	Director	April 15, 2014

By: /s/ Omar Barrientos	Director	April 15, 2014
Omar Barrientos

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Premiere Opportunities Group, Inc.

We have audited the accompanying consolidated balance sheets of Premiere Opportunities Group, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Premiere Opportunities Group, Inc. as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred accumulated deficits of $8,315,227 and $8,214,042 as of December 31, 2013 and 2012, respectively. The Company also has incurred working capital deficits of $1,929,400 and $1,867,715 as of December 31, 2013 and 2012, respectively. These factors raise substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.




/s/ Yichien Yeh. CPA

Yichien Yeh, CPA
Oakland Gardens, New York April 15, 2014

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishint Group, Inc. and Subsidiaries)
Consolidated Balance Sheets

	December 31,
	2013			2012

ASSETS

Current assets:
Cash	$	17,389			--
Deposits on inventory		45,000		$	--

Total assets		62,389			--


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable		75,057			72,000
Accrued compensation		340,000			340,000
Secured note and accrued interest payable		978,006			963,294
Unsecured notes and accrued interest payable		109,012			102,306
Convertible notes and accrued interest,		410,115			390,115
Advances from related party		79,599			-

Total current liabilities		1,991,789			1,867,715

Commitments and contingencies

Stockholders' deficit
Preferred stock $.001 par value, 1,000,000
shares authorized, 200,000 issued and
outstanding		200			200
Common stock $0.001 par value, 300,000,000
shares authorized, 218,253,149 and
152,653,149 shares issued and outstanding on
December 31, 2013 and 2012		218,254			152,654
Additional paid-in capital		5,317,854			5,326,054
Stock subscriptions received		849,519			867,419
Accumulated deficit		(8,315,227	)		(8,214,042	)

Total stockholders' deficit		(1,929,400	)		(1,867,715	)

Total liabilities and stockholders' deficit	$	62,389		$	--







The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
Consolidated Statements of Cash Flows From Discontinued Operations
	Years Ended December 31,
		2013			2012
Cash flows from discontinued operating activities:
Net income (loss)		$	(101,185	)	$	271,647
Adjustments to reconcile net loss to net cash
used in operating activities:
Accounts payable written off			--			(421,195	)
Changes in assets and liabilities:
Prepaid inventory			(45,000	)
Accounts payable			3,057			--
Accrued interest			41,418			107,148
Net cash used by discontinued operating activities			(101,710	)		(42,400	)

Cash flows from financing activities:
Advances from related party			79,599			--
Stock subscriptions received			39,500			42,400
Total cash flows from financing activities			119,099			42,400

Net increase in cash			17,389			--
Cash at beginning of period			--			--
Cash at end of period		$	17,389		$	--

Supplemental disclosure of cash flow information:

Cash paid during the periods for:
Interest			--			--
Income taxes		$	--		$	--

Supplemental schedule of non-cash investing
and financing activities:

For the year ended December 31, 2013
During the year ended December 31, 2012, the Company issued 65,600 shares of
common stock from subscriptions received in prior years.
For the year ended December 31, 2012
During the year ended December 31, 2012 the Company issued 24,100,000 shares of
common stock to convert notes payable and accrued interest totaling $810,019.





The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
Consoloidated Statements of Operations and Discontinued Operations
For the Years Ended December 31, 2013 and 2012

	Years Ended December 31,
	2013			2012

Revenues	$	50,223		$	--

Operating expenses:
General and administrative		109,990			42,400
Consulting services		--			--

Total operating expenses		109,990			42,400

Income (loss) from operations		(59,767	)		(42,400	)

Other income (expense)
Other income		--			--
Interest expense and financing costs		(41,418	)		(107,148	)
Change in value of derivative liabilities		--			--

Total other income		(41,418	)		(107,148	)

Income loss from continuing operations before
provision for income taxes					(149,548	)

Income from discontinued operations					421,195

Income (loss) beforre provision for income taxes		(101,185	)		271,647

Provision for income taxes		--			--

Net income (loss) from discontinued operations	$	(101,185	)	$	271,647

Net loss per common share from continuing operations	$	(0.00	)	$	0.00

Net loss per common share from discontinued operations		(0.00	)	$	0.00

Weighted average common shares outstanding		173,860,820			118,212,492














The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries
(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)
Consolidated Statements of Stockholders' Deficit
For the Years Ended December 31, 2013 and 2012

									Additional									Total
	Class B Preferred Stock				Common Stock				Paid-In			Accumulated			Subscriptions			Stockholders'
	Shares		Amount		Shares		Amount		Capital			(Deficit)			Received			(Deficit)

Balance, December 31, 2011		200,000	$	200		116,014,199	$	116,015	$	5,307,693		$	(8,485,689	)	$	70,000		$	(2,991,781	)

Stock subscriptions received		--		--		--		--		--			--			42,400			42,400

Common stock issued						36,638,950		36,639		18361						(55,000	)		--

Common stock to be issued to convert
notes payable and accrued interest
(Note 6)		--		--		--		--		--			--			810,019			810,019

Net income from discontinued
operations		--		--		--		--		--			271,647			--			271,647

Balance, December 31, 2012		200,000		200		152,653,149		152,654		5,326,054			(8,214,042	)		867,419			(1,867,715	)

Stock subscriptions received		--		--		--		--		--			--			39,500			39,500

Common stock issued						65,600,000		65,600		(8,200	)					(57,400	)		--

Net income		--		--		--		--		--			(101,185	)		--			(101,185	)

Balance, December 31, 2013		200,000	$	200		218,253,149	$	218,254	$	5,317,854		$	(8,315,227	)	$	849,519		$	(1,929,400	)

The accompanying notes are an integral part of these financial statements

Premiere Opportunities Group, Inc. and Subsidiaries

(f/k/a Premiere Publishing Group, Inc. and Subsidiaries)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013 and 2012

Note 1 – Description of Business

Premiere Publishing Group, Inc. (“Premiere”, “the Company”) was incorporated in Nevada on March 25, 2005. The Company’s name change to Premiere Opportunities Group, Inc. was approved by the State of Nevada on June 29, 2011. On July 19, 2012 Premiere filed an amendment with the Nevada Secretary of State to increase its authorized common stock shares to 200,000,000. On December 9, 2013 Premiere filed an amendment with the Nevada Secretary of State to increase its authorized common stock shares to 300,000,000.

Premiere Opportunities Group, Inc. is the holding company which until recently had no operations. During the fourth quarter, 2013 the Company became involved in the manufacturing and global distribution of ladies apparel. Trident Merchant Group, Inc. is an operating subsidiary which is a “value added” strategic advisory services company specializing in rendering expertise in the areas of capital planning and procurement, licensing and branding as well as financial engineering and restructuring of it’s client company’s balance sheet and going public process.

Going Concern

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles, which contemplates continuation of the Company as a going concern. The Company has accumulated deficits of $8,315,227 and $8,214,042 as of December 31, 2013 and 2012, respectively. The Company also has working capital deficits of $1,929,400 and $1,867,715 as of December 31, 2013 and 2012, respectively. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to repay its substantial indebtedness, acquire an operating business and raise capital through equity and debt financing or other means on desirable terms. If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to, liquidate available assets, restructure the company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Discontinued Operations

The Company discontinued all publishing activities, its sole business activity, during 2007. the company had a net income (loss) from discontinued operations of $(52,300) and $271,647 for the years ended December 31, 2013 and 2012, primarily from the write-off of stale accounts payable (see Revenue Recognition policy below).

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include all of the accounts of Premiere and its wholly owned subsidiary Trident Merchant Group, Inc. effective as of November 1, 2013. All significant intercompany accounts and transactions have been eliminated.

Equity-Based Compensation Arrangements

The Company adopted ASC Topic 718 (formerly SFAS No. 123 revised 2004), “Share-Based Payment” (“SFAS 123(R)”), on January 1, 2006, which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and shares issued

Through its employee stock purchase plan, based on estimated fair values. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under the intrinsic value method that was used to account for stock-based awards prior to January 1, 2006, which had been allowed under the original provision of SFAS 123, compensation expense is recorded on the date of grant if the current market price of the underlying stock exceeded the exercise price. Any compensation expense is recorded on a straight-line basis over the vesting period of the grant. The adoption of this standard had no impact to the Company’s financial position, results of the operations or cash flows as the Company’s previous stock-based compensation awards expired prior to January 1, 2006. See Note 8 for a description of the Company’s Share Based Agreement established during 2010.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and investments in money market funds. The Company considers all highly-liquid instruments with an original maturity of 90 days or less at the time of purchase to be cash equivalents.

Trade Accounts Receivable

Trade accounts receivable are stated at outstanding balances, less an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income. Accounts deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customer’s ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due.

Inventory

Inventory consists of women’s fashions held for sale and valued at the lower of cost or market. Cost is determined on the first-in, first-out method and includes the cost of merchandise and other costs, including freight and export and import taxes and agent commissions. A periodic review of inventory is performed in order to determine if inventory is properly stated at the lower of cost or market. Factors related to current inventories such as future expected consumer demand and fashion trends, current aging, current and anticipated retail markdowns or wholesale discounts, and class or type of inventory are analyzed to determine estimated net realizable value. Criteria utilized by the Company to quantify aging trends include factors such as average selling cycle and seasonality of merchandise, the historical rate at which merchandise has sold below cost during the average selling cycle, and the value and nature of merchandise currently priced below original cost. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if appropriate. The majority of inventory at December 31, 2013 consisted of advance deposits on unfinished goods and work-in-process.

Adjustments to reserves related to the net realizable value of inventories are primarily based on the market value of the Company’s physical inventories, cycle counts and recent historical trends. The Company expects the amount of its reserves and related inventories to increase over time as it expands its store base and increases direct-to-consumer sales.

Equipment

Property and equipment are stated at cost. Costs of replacements and major improvements are capitalized, and maintenance and repairs are charged to operations as incurred. Depreciation expense is provided primarily by the straight-line method over the estimated useful lives of the assets, five years for computer equipment, and ten years for office furnishings. Depreciation for the years ended December 31, 2013 and 2012 was $-0- and $-0- respectively.

Revenue Recognition

Revenue for the women’s fashion division is recognized at the point-of-sale for retail store sales, net of estimated customer returns. Revenue is recognized at the completion of a job or service for the consulting division. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company’s direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card. Therefore, the Company’s need to collect outstanding accounts receivable for its retail and direct-to-consumer channel is negligible and mainly results from returned checks or unauthorized credit card transactions. The Company maintains an allowance for doubtful accounts for its consulting service accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Deposits for consulting services are recorded as a liability and recognized as a sale upon completion of service.

The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. A liability is established and remains on the Company’s books until the card is redeemed by the customer, at which time the Company records the redemption of the card for merchandise as a sale or when it is determined the likelihood of redemption is remote, based on historical redemption patterns. Revenues attributable to gift card liabilities relieved after the likelihood of redemption becomes remote are included in sales and are not material.

Sales Return Reserve

The Company records a reserve for estimated product returns where the sale has occurred during the period reported, but the return is likely to occur subsequent to the period reported and may otherwise be considered in-transit. The reserve for estimated in-transit product returns is based on the Company’s most recent historical return trends. If the actual return rate or experience is materially higher than the Company’s estimate, additional sales returns would be recorded in the future.

Advertising expenses

Advertising costs are expensed when the advertising takes place. The total advertising expenses included in the consolidated statement of operations for the years ended December 31, 2013 and 2012 was $-0- and $-0-.

Income taxes

Income taxes are accounted for under the asset and liability method as stipulated by A5C 740 "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under A5C 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management's view it is more likely than not (50%) that such deferred tax will not be utilized.

The Company adopted certain provisions under A5C Topic 740, which provide interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Effective with the Company's adoption of these provisions, interest related to the unrecognized tax benefits is recognized in the financial statements as a component of income taxes.

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2013 and 2012, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. The Company's tax returns are subject to examination by the federal and state tax authorities for the years ended 2010 through 2013.

Impairment or Disposal of Long-Lived Assets:

ASC Topic 360 (formerlyFASB issued Statement No. 144), "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS 144") clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to their estimated fair value based on the best information available.

Recently Issued Accounting Pronouncements

There are no other new accounting pronouncements adopted or enacted during the year ended December 31, 2013 that had, or are expected to have, a material impact on our financial statements.

Use of Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosure s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2 — Significant other observable inputs that can be corroborated by observable market data; and

Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, accounts receivable, accrued compensation, accounts payable and other liabilities, accrued interest payable, and short-term portion of notes payable approximate fair value because of the short-term nature of these items.

Concentration of credit risk

The carrying value of short-term financial instruments, including cash, restricted cash, trade accounts receivable, accounts payable, accrued expenses and short-term debt, approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The Company maintains cash balances at financial institutions that are insured by the FDIC. At December 31, 2013 or 2012 the Company had no amounts in excess of the FDIC limit.

Earnings (loss) per share

In accordance with SFAS No. 128, “Earnings Per Share,” the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2013 and 2012, potential dilutive securities were convertible notes that are convertible into 1,000,000 shares of common stock. The potential dilution associated with convertible note was excluded from the calculation for the years ended December 31, 2013 and 2012 as it will create an anti-dilutive effect.

Note 3 – Capital Stock

Preferred stock

The Company has designated a “Class B Convertible Preferred Stock” (the “Class B Preferred”. The number of authorized shares totals 1,000,000 and the par value is $.001 per share. The Class B Preferred share holders vote together with the common stock as a single class. The holders of Class B Preferred are entitled to receive all notices relating to voting as are required to be given to the holders of the Common Stock. The holders of shares of Class B Preferred shall be entitled to 10,000 votes per share. The Class B Preferred Stock will have the rights to liquidation as all classes of the Common Stock of the company. The Class B Preferred stock holders are entitled to receive dividends at the rate of 8% per annum, and are accrued daily. The Class B Preferred Stock shall be redeemed by the Corporation for 100% of the original purchase price plus the amount of cash dividends accrued on the earlier of 6 months from the date of issuance, or the date that the Corporation received its funding from any outside source in conjunction with a merger, reverse merger or any change of control. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Class B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any assets of the Corporation to the holders of the Common Stock, the amount of $.035 per share plus any and all accrued but unpaid dividends.

During the fourth quarter, 2011, a total of 200,000 shares of the Series B Preferred Stock were issued to a related party for legal and accounting fees paid for the Company’s benefit in the amount of $7,500.

Common Stock

As of December 31, 2013 and 2012, the Company has 218,253,149 and 152,653,149 shares of its $0.001 par value common stock issued and outstanding, respectively. In addition, common stock subscriptions of $849,519 and $867,419 have been received on December 31, 2013 and 2012, respectively.

Note 4 – Accounts and Notes Payable

Accounts Payable

The Company’s consolidated accounts payable at December 31, 2013 and 2012 is $75,056 and 72,000, respectively. On August 28, 2007 386 PAS Partners LLC, the Company’s former landlord, was granted a judgment against the Company for unpaid rent in the amount of $72,000, which amount is included in accounts payable.

During the years ended December 31, 2013 and 2012, the Company reviewed all of its outstanding liabilities to determine their enforceability and collectability in light of the applicable statute of limitations. Based upon this review, the Company concluded that by operation of law approximately $-0- and 421,000, respectively of its outstanding liabilities are no longer collectable and should be written-off. These uncollectable liabilities consisting of accounts payable. The liabilities were written off resulting in an increase to other income.

Secured Note Payable

The Company and its former consolidated subsidiaries entered into a settlement agreement with R.R. Donnelly & Sons Company (“Donnelly”) on June 6, 2007. As part of the settlement, the Company issued to Donnelly a Secured Promissory Note in the principal sum of $601,048, with an interest rate of 9% per annum and a requirement for monthly payments of $43,577, and granted Donnelly a first lien security interest in all of the Company’s assets. The Company was unable to meet the monthly payments and Donnelly obtained judgment in the amount of $653,841. This note was subsequently sold to a Director of the Company. The balance of this note plus accrued interest totals $978,006 and $963,294 at December 31, 2013 and December 31, 2012 respectively. On March 31, 2013 the Company’s Board of Directors issued a “Moratorium on Accrued Interest” stating that the interest accrual on this note would cease indefinitely at March 31, 2013 and that all past due accrued interest would be added to the principal portion of the note.

Unsecured Notes Payable

The Company has an unsecured note payable in the principal amount of $67,057. This note was issued to a vendor on August 23, 2007. The note bears interest at the rate of 10% per annum and required monthly payments of $4,500 with final payment due on July 15, 2008. The Company has made no payments under this note and the note is in default. The balance of this note plus accrued interest totals $109,012 and $102,306 at December 31, 2013 and December 31, 2012 respectively

Convertible Notes Payable

The Company’s convertible notes payable consist of two series of unsecured convertible promissory notes; (i) $250,000 in principal amount of 8% convertible notes issued in 2005 to two investors as part of the Company’s 2005 bridge note financing (the “Bridge Notes”), and (ii) $480,000 in aggregate principal amount of 6% convertible notes issued in 2006 and 2007 to sixteen investors pursuant to a private placement offering conducted by Divine Capital Markets LLC (the “Divine Notes”). The balance of the convertible notes payable plus accrued interest and the accrued derivative liability is $410,115 and $390,115 at December 31, 2013 and December 31, 2012.

The Bridge Notes

The Company’s $250,000 Bridge Notes had an original maturity date of October, 2005. The Bridge Notes have not been repaid and are currently in default, and are included in the accompanying financial statements as current liabilities. The principal amount of each Bridge Note is convertible, at the option of the holder at anytime into shares of the Company’s common stock at the rate of $0.25 per share. The Company may at its election, pay the interest due on the Bridge Notes in shares of common stock at the rate of $0.50 per share.

The Divine Notes

The Company’s $480,000 Divine Notes have an original maturity date of November, 2009. The principal amount of each Divine Note is convertible, at the option of the holder into shares of the Company’s common stock. The convertible debentures accrue interest at 6% annum and are due three years after issuance. The Company paid $69,800 in fees and commissions to Divine Capital Markets LLC as debt issue costs. Debt issue costs were amortized over the term of the notes and is fully amortized at December 31, 2011.

Upon the occurrence of an event of default, the full unpaid amount of the Divine Notes becomes, at the election of the holder, immediately due and payable. The Company is in default under the terms of the Divine Notes and the notes are included in the accompanying financial statements as current liabilities.

The Divine Notes are convertible into shares of the Company’s common stock at a ratio determined by dividing the dollar amount being converted by 75% of the lowest closing bid of the Company’s common stock for the fifteen (15) trading days immediately preceding the date of conversion. The estimated conversion price at June 30, 2012 is $0.0075 per share and the estimated number of shares issuable upon an election to convert all of the Divine Notes at the March 31, 2012 conversion price would be approximately 64,000,000 shares of common stock. The Company does not have a sufficient number of authorized and unissued shares of common stock to meet this obligation, and will be required to amend its articles of incorporation (which requires shareholder approval) in order to increase its number of authorized shares in order to meet such obligation.

During the year ended December 31, 2012 the Company and the Divine Note holders agreed to the issuance of common stock to convert the notes payable and related accrued interest totaling $810,019. The balance is recorded as stock subscriptions received but not issued.

Note 5 – Consulting Agreement

On August 7, 2007 the Company entered into a Consulting Agreement together with an Investors Rights Agreement with Totowa Consulting Group, Inc. (“Totowa”). The agreements provide for Totowa to assist the Company in its negotiations with creditors and to advise the Company as to financing, cash flow management and business and financial planning. The term of the Consulting Agreement is for 24 months with a monthly fee of $20,000 and provides for the payment of the first seven months in advance with the issuance of 28,000,000 shares of restricted fully vested common stock. The shares issued to Totowa constitute approximately 51.87% of the total shares of common stock outstanding. The Investors Rights Agreement includes a provision that requires the Company sell additional shares to Totowa in the event its ownership interest in the Company’s voting common stock falls below 51% at any time during the seven year period following the date of the Agreement.

The shares of common stock issued to Totowa have been valued based upon the fair value of the services rendered. The Company determined that the value of the services is an appropriate measurement for the fair value of the shares issued, in that the shares of the Company’s common stock are not now actively traded and the share price has continued to decline such that as of the date of this report the quoted bid price is four-tenths of one-cent ($0.004) per share. The accompanying financial statements include $340,000 of accrued consulting fees as of December 31, 2012 and December 31, 2011. During the year ended December 31, 2010 $320,000 of accrued consulting fees under this contract were forgiven and included in additional paid-in capital.

The Consulting Agreement includes a provision for anti-dilution in value, whereby additional shares may be issued to Totowa in the event the trading price of the Company’s common stock declines to an amount less than the original issuance value of one-half of one cent ($0.005) per share as measured by the market price at the six month anniversary of the Agreement.

The Investor Rights Agreement, among other things, (i) prohibits Totowa from transferring its shares to anyone other than certain permissible persons for a period of one year from the date of the Agreement, (ii) grants Totowa registration rights in respect of its shares, and (iii) in the event the Company issues additional voting securities at any time during a period of seven years from the date of the Agreement, grants Totowa the right to purchase further securities in number sufficient for Totowa to maintain ownership of 51% of the outstanding voting securities of the Company at a purchase price equal to the price of Totowa’s original issuance of one-half cent per share.

Note 6 – Share award agreement

On July 8, 2010 the Company a Share Award Agreement (the “Agreement”) with the Company’s Co-Chairmen. The Agreement grants each participant the right to receive up to 7,500,000 shares of the Company’s $.001 par value common stock under the following terms:

The following table sets forth the number of Shares that the Company shall deliver to each of the two Participants at the end of any 20 consecutive day trading period where the Company’s per Share price has closed at or above the following price for each day during such trading period:

Price Achieved	Number of Shares to be Delivered

$0.10	1,250,000
$0.25	1,250,000
$0.50	1,500,000
$1.00	3 ,500,000
Total	7,500,000

The Company shall have at all times available and reserved for issuance pursuant to this Agreement authorized but unissued Shares in amounts sufficient to meet the Company’s obligations to issue Shares to the Participant under this Agreement.

Vesting and Forfeiture Provisions .

(i) Except as otherwise provided at such time as the Participant is no longer serving for any reason as an officer, director, or employee of the Company or any subsidiary of the Company, the Participant shall forfeit the right to delivery of any further Shares.

(ii) In the event that the Company undergoes a Change in Control while the Participant is serving as an officer, director, or employee of the Company or any subsidiary of the Company or during the period of one year beginning on the first day after the Participant is no longer serving for any reason as an officer, director, or employee of the Company or any subsidiary of the Company, then the Participant shall become vested in 100% of the Shares effective immediately prior to the time of the Change in Control.

(iii) If the Participant dies while serving as an officer, director, or employee of the Company, the Participant shall become vested in 100% of the Shares effective immediately prior to his death.

(iv) If the Company pays any dividend, other than ordinary course cash dividends, to its shareholders while the Participant is serving as an officer, director, or employee of the Company or any subsidiary of the Company, the Participant shall become vested in 100% of the Shares effective immediately prior to such dividend payment.

For each year, the Company shall pay to the Participant such additional compensation as is necessary (after taking into account all federal, state, and local taxes, including income, excise, and employment taxes payable by the Participant as a result of the receipt of such additional compensation) to place the Participant in the same after-tax position he would have been in had no tax been paid or incurred with respect to the benefits received under this Agreement (the “ Tax Gross-Up ”). The Tax Gross-Up shall be determined assuming that the maximum federal, state, and local tax rates apply to all such amounts and shall include interest and penalties, if any. Any applicable Tax Gross-Up shall be paid to the Participant, withheld, or remitted, as applicable, in cash or stock, at the option of the Company, at the appropriate time but no later than December 31 of each year. Notwithstanding the form of any Tax Gross-Up, it is the intent of the parties that the Participant will be in the same after-tax position he would have been in had no federal, state, and local taxes of any kind (or interest and penalties thereon) been payable with respect

At December 31, 2012 the award period has expired, the conditions were not met to award shares and the Company has no plans to renew the program.

Note 7 – Income Taxes

The Company uses the liability method, whereby deferred taxes and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. On December 31 2013 and 2012, the company has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $8,500,000 at December 31, 2013, and will expire in the years 2026 through 2032.

At December 31, 2013, deferred tax assets consisted of the following:

		2013
Deferred tax assets

Net operating loss carryforward	$	2,825,000

Valuation allowance		(2,825,000	)

Net deferred tax asset	$	---

The utilization of the carryforwards is dependent upon the Company's ability to generate sufficient taxable income during the carryforward period. In addition, utilization of these carryforwards may be limited due to ownership changes as defined in the Internal Revenue Code.

Note 8 – Luminx Holdings, Inc.

During the year ended December 31, 2011 the Company acquired a 15% ownership of Direct LED, Inc. (formerly LuminX, Inc.) in exchange for consulting services. The Company has not assigned a value to the investment at December 31, 2013 and 2012 due to the lack of marketability of the minority interest and the company is still in its start-up. Direct LED, Inc. filed its S-1 Registration Statement with the Securities and Exchange Commission on July 18, 2012 which became effective on January 23, 2013.

Note 9 – Other Events

On April 1, 2014 the Company announced that it has signed a Letter of Intent to purchase 100% of Avani Holdings LLC., the parent company and 100% owner of the Avani Clothing line http://www.avaniclothing.com which is a "Made in USA" active wear brand sold nationally in department store, sports specialty stores, specialty stores, gyms, studios and online. Avani Activewear's earth-friendly collections and sustainable business practices reflect its mission "to leave the earth a little more beautiful than we have found it" by offering organic and sustainable garments to its customer

On February 5, 2014 the Company announced that it has been chosen as a distributor for the Brunello Cuccinelli line of clothing, http://www.brunellocucinelli.com/en . It developed its origins in 1978 when Brunello Cuccinelli realized that colorful cashmere could be an important innovation within the fashion community since up until that time, cashmere was exclusively produced only in natural colors until he changed the face of Cashmere forever.

Their stores today are opened only on the most prestigious streets of major cities in Italy and abroad and in some of the world's most exclusive resort locations. Brunello Cucinelli directly operated stores are in Milan, Paris, New York, Miami, Madrid, Capri, and Saint Moritz. Its franchising boutiques are in London, Tokyo, Moscow, Saint Petersburg, Sylt, Cortina, and Saint Tropez and today is offered only in the most exclusive department stores such as Saks 5 th Avenue and Bergdoff Goodman.

The Company plans to distribute this line of clothing into Korea, Mainland China and the balance of the SE Asian markets.

Note 10 - Operating Segments

For the year ended December 31, 2013, the only operating segment was the consulting segment, Trident Merchant Group, Inc. reporting revenues of $50,223 and operating expenses of $99,108.

TABLE OF CONTENTS

Part I Item 1. Description Of Business Our Company Item 1A. Risk Factors Item 2. Description Of Property Item 3. Legal Proceedings Item 4. Submission Of Matters To A Vote Of Security Holders Part II Item 5. Market For Common Equity and Related Stockholder Matters Item 6. Management S Discussion and Analysis Item 7. Financial Statements Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 8A. Controls and Procedures Item 8a(t). Controls and Procedures Item 8B. Other Information Part III Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) Of The Exchange Act Item 10. Executive Compensation Item 11. Security Ownership Of Certain Beneficial Owners and Management Item 12. Certain Relationships and Related Transactions and Director Independence Note 1 Description Of Business Note 2 Summary Of Significant Accounting Policies Note 3 Capital Stock Note 4 Accounts and Notes Payable Note 5 Consulting Agreement Note 6 Share Award Agreement Note 7 Income Taxes Note 8 Luminx Holdings, Inc Note 9 Other Events Note 10 - Operating Segments

AHRO 10-K Fiscal year ended Dec. 31, 2013