UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2008
OR
o
TRANSITION
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
The
Transition Period From January 1, 2008 To March 31, 2008
LEGENDS
BUSINESS GROUP, INC.
(Name
of
small business issuer in its charter)
Nevada
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|
33-140666
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20-4465282
|
(State
or Jurisdiction of
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Commission
File Number
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(I.R.S.
Employer
|
Incorporation
or organization
|
|
|
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Identification
No.)
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1375
Semoran Boulevard
Casselberry,
Florida 32707
407-263-4029
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
x
No
o
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer
o
(Do not check if a smaller reporting company)
|
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
x
No
o
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by
reference
to the price at which the common equity was last sold, as of May 9, 2008 was
$24,461,250.
77,615,000
shares of common stock were outstanding as of March 31, 2008.
LEGENDS
BUSINESS GROUP
FORM
10-Q
INDEX
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PAGE
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PART
I: FINANCIAL INFORMATION
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3
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Item
1. Financial Statements.
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3
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Balance
Sheet as of March 31, 2008.
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3
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Statements
of Operations and Comprehensive Income for the three months ended
March
31, 2008 and 2007.
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4
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Statements
of Cash Flows for the three months ended March 31, 2008 and
2007.
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5
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Notes
to Financial Statements.
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6
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Item
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
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12
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
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16
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Item
4. Controls and Procedures.
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16
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PART
II: OTHER INFORMATION
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16
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Item
1. Legal Proceedings.
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16
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
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17
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Item
3. Defaults Upon Senior Securities.
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17
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Item
4. Submission of Matters to a Vote of Security
Holders.
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17
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Item
5. Other Information.
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17
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Item
6. Exhibits.
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17
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SIGNATURES
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17
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PART
1 - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
LEGENDS
BUSINESS GROUP, INC.
(A
Development Stage Company)
BALANCE
SHEET
March
31, 2008
(Unaudited)
ASSETS
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Current
assets:
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Cash
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$
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6,004
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Accounts
receivable
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2,000
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Total
current assets
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8,004
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Equipment,
net of accumulated depreciation
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4,979
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Total
assets
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$
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12,983
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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Current
Liabilities:
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Loan
from shareholder
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$
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2,671
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Total
current liabilities
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2,671
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Stockholders'
equity:
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Common
stock, $.001 par value, authorized 500,000,000 shares; 77,615,000
issued
and outstanding as of March 31, 2008
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77,615
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Additional
paid-in capital
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7,683,885
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Accumulated
deficit during development stage
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(7,751,188
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)
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Total
stockholders' equity
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10,312
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Total
liabilities and stockholders' equity
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$
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12,983
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The
accompanying notes are an integral of the financial statements.
LEGENDS
BUSINESS GROUP, INC.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
(Unaudited)
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For the three
months ended
March 31,
2008
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For the three
months ended
March 31,
2007
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For the Period
March 2, 2006
(Inception) to
March 31,
2008
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Revenues:
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Consulting
income from related party
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$
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6,000
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$
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6,000
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$
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46,000
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Agent fees
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637
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637
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6,637
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6,000
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46,637
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Expenses:
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General
and administrative
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3,284
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8,854
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7,782,330
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Subcontractor
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-
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-
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3,000
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Depreciation
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687
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687
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5,496
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Consulting
fee - officer
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-
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-
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7,000
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Total
expenses
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3,971
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9,541
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7,797,826
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Net
income (loss)
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$
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2,666
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$
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(3,541
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)
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$
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(7,751,826
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)
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Weighted
average number of common shares outstanding, basic and fully
diluted
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77,615,000
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77,615,000
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74,999,306
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Net
income (loss) per weighted share basic and fully diluted
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$
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0.00
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$
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(0.00
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)
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$
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(0.10
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)
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The
accompanying notes are an integral of the financial statements.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
(Unaudited)
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For the three
months ended
March 31,
2008
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For the three
months ended
March 31,
2007
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For the Period
March 2,
(Inception) to
March 31,
2008
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Cash
flows from operations
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Net
income (loss)
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$
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2,666
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$
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(3,541
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)
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$
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(7,751,189
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)
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Adjustments
to reconcile net income (loss) to net cash
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Accounts
receivable
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(2,000
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)
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(2,000
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)
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Depreciation
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687
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687
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5,496
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Stock
based compensation
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-
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-
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7,750,000
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Net
cash provided by (used in) operating activities
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1,353
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(2,854
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)
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2,307
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Cash
flows from investing activities
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Purchase
of equipment
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-
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-
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(10,474
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)
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Proceeds
from sale of equipment
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-
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-
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-
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Net
cash used in investing activities
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-
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-
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(10,474
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)
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Cash
flows from financing activities
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Issuance
of common stock
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-
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-
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11,500
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Proceeds
from shareholder loan
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-
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1,516
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2,671
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Net
cash provided by financing activities
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-
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1,516
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14,171
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Net
increase in cash
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1,353
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(1,338
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)
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6,004
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Cash,
beginning of period
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4,651
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1,372
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-
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Cash,
end of period
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$
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6,004
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$
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34
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$
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6,004
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Supplemental
disclosures of non-cash investing and financing
activities:
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Issuance
of 32,500,000 shares of common stock for consulting
services
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$
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-
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$
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-
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$
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3,250,000
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Issuance
of 45,000,000 shares of common stock for compensation to founding
shareholder
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$
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-
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$
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-
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$
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4,500,000
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The
accompanying notes are an integral of the financial statements.
Note
1 – Organization and summary of significant accounting principles
Interim
Reporting
The
accompanying unaudited interim financial statements of Legends Business Group,
Inc. (the “Company”) reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for a fair
presentation of the financial position and operating results of the Company
for
the interim periods presented. Operating results for the three months ended
March 31, 2008 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008.
These
financial statements should be read in conjunction with the Company’s audited
financial statements and notes thereto for the year ended December 31, 2007,
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2007, as filed with the Securities and Exchange Commission.
Organization
The
company was organized March 2, 2006 (Date of Inception) under the laws of the
State of Nevada. The company has not commenced significant operations and,
in
accordance with Statement of Financial Accounting Standards No. 7
Accounting
and Reporting by Development Stage Enterprises
(“SFAS
No. 7”), the company is considered a development stage company.
The
company will provide consulting services to
companies
that may offer any or all of the following services: provide
ISP
(internet service provider), long distance provider, VOIP (Voice Over Internet
Protocol) provider, and digital content providers, and such client companies
will make their services available to small and medium size companies.
These clients will use an independent billing house to bill their
monthly fees directly to their customers’ telephone bill. The company
currently focuses on the following stages of consulting with client businesses:
billing, customer service scripting and marketing.
Accounting
period
The
company has adopted an annual accounting period of January through
December.
Use
of estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles 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 revenue and expenses during the reporting period. Actual
results could differ significantly from those estimates.
Cash
and cash equivalents
For
the
purpose of the statements of cash flows, all highly liquid investments with
a
maturity of three months or less are considered to be cash
equivalents.
Revenue
recognition
The
company provides consulting services (marketing, billing and script writing)
to
companies that perform services billable through large telecommunications
companies. The company enters into contracts for three years payable monthly.
Revenue is recognized as monthly billings are completed.
Furniture
and equipment
Furniture
and equipment are stated at cost less accumulated depreciation. It is the policy
of the company to capitalize items greater than or equal to $1,000 and provide
depreciation based on the estimated useful life of individual assets, calculated
using the straight line method.
Estimated
useful lives range as follows:
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Years
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Furniture
and equipment
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3 –
5
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Computer
hardware
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3
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Vehicles
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5
|
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Fair
value of financial instruments
Fair
value estimates discussed herein are based upon certain market assumptions
and
pertinent information available to management as of March 31, 2008. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable and notes payable. Fair values were assumed to approximate
carrying values for cash and payables because they are short term in nature
and
their carrying amounts approximate fair values or they are payable on
demand.
Earnings
per share
The
company has adopted Statement of Financial Accounting Standards No. 128.
Earnings
Per Share
("SFAS
No. 128"). Basic earnings per common share ("EPS") calculations are determined
by dividing net income by the weighted average number of shares of common stock
outstanding during the year. Diluted earning per common share calculations
are
determined by dividing net income by the weighted average number of common
shares and dilutive common share equivalents outstanding. During periods when
common stock equivalents, if any, are anti- dilutive they are not considered
in
the computation.
Income
taxes
The
company has adopted Statement of Financial Accounting Standard No. 109,
Accounting
for Income Taxes
("SFAS
No. 109") for recording the provision for income taxes. Deferred tax assets
and
liabilities are computed based upon the difference between the financial
statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected
to
be realized or settled. Deferred income tax expenses or benefits are based
on
the changes in the asset or liability each period. If available evidence
suggests that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is required
to
reduce the deferred tax assets to the amount that is more likely than not to
be
realized. Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.
The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes
because of differences in amounts deductible for tax purposes. Deferred income
taxes may arise from temporary differences resulting from income and expense
items reported for financial accounting and tax purposes in different periods.
Deferred taxes are classified as current or non-current, depending on the
classification of assets and liabilities to which they relate. Deferred taxes
arising from temporary differences that are not related to an asset or liability
are classified as current or non-current depending on the periods in which
the
temporary differences are expected to reverse.
Recent
pronouncements
In
February 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid
Financial Instruments." This Statement amends FASB Statements No. 133,
Accounting for Derivative Instruments and Hedging Activities, and No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This
Statement
resolves issues addressed in Statement 133 Implementation Issue No. Dl,
“Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets.” This Statement:
|
a)
|
Permits
fair value remeasurement for any hybrid financial instrument that
contains
an embedded derivative that otherwise would require
bifurcation.
|
|
b)
|
Clarifies
which interest-only strips and principal-only strips are not subject
to
the requirements of Statement 133.
|
|
c)
|
Establishes
a requirement to evaluate interests in securitized financial assets
to
identify interests that are freestanding derivatives or that are
hybrid
financial instruments that contain an embedded derivative requiring
bifurcation.
|
|
d)
|
Clarifies
that concentrations of’ credit risk in the form of subordination are not
embedded derivatives.
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|
e)
|
Amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains
to a
beneficial interest other than another derivative financial
instrument.
|
The
fair
value election provided for in paragraph 4(e) of this Statement may also be
applied upon adoption of this Statement for hybrid financial instruments that
had been bifurcated under paragraph 12 of Statement 133 prior to the adoption
of
this Statement. Earlier adoption is permitted as of the beginning of our fiscal
year, provided we have not yet issued financial statements, including financial
statements for any interim period, for that fiscal year. Provisions of this
Statement may be applied to instruments that we hold at the date of adoption
on
an instrument-by-instrument basis.
Adoption
of this Statement is required as of the beginning of the first fiscal year
that
begins after September 15, 2005. The adoption of this statement is not expected
to have a material impact on the company’s financial statements.
In
March
2006, The FASB issued SEAS 156
,
“Accounting
for Servicing of Financial Assets.” This Statement amends FASB Statement No.
140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, with respect to the accounting for separately
recognized servicing assets and servicing liabilities. This
Statement:
|
a)
|
Requires
an entity to recognize a servicing asset or servicing liability each
time
it undertakes an obligation to service a financial asset by entering
into
a servicing contract in certain
situations.
|
|
b)
|
Requires
all separately recognized servicing assets and servicing liabilities
to be
initially measured at fair value, if
practicable.
|
|
c)
|
Permits
an entity to choose either the amortization method or the fair value
measurement method for each class of separately recognized servicing
assets and servicing liabilities.
|
|
d)
|
At
its initial adoption, permits a one-time reclassification of
available-for-sale securities to trading securities by entities
with
recognized servicing rights, without calling into question the
treatment
of other available-for-sale securities under Statement 115, provided
that
the available-for-sale securities are identified in some manner
as
offsetting the entity’s exposure to changes in fair value of servicing
assets or servicing liabilities that a servicer elects to subsequently
measure at fair value.
|
|
e)
|
Requires
separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial
position
and additional disclosures for all separately recognized servicing
assets
and servicing liabilities.
|
Adoption
of this Statement is required as of the beginning of the first fiscal year
that
begins after September 15, 2006. The adoption of this statement is not expected
to have a material impact on the company’s financial statements.
In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements.”
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair value measurement. The implementation of this guidance is not expected
to
have any impact on the company’s financial statements.
In
September 2006, the FASB issued Statement of Financial Accounting Standards
No.
158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of PASS Statements No. 87, 106, and 132(R)” (“SFAS No.
158”). SFAS No. 158 requires companies to recognize a net liability or asset and
an offsetting adjustment to accumulated other comprehensive income to report
the
funded status of defined benefit pension and other postretirement benefit plans.
SFAS No. 158 requires prospective application, recognition and disclosure
requirements effective for the company’s fiscal year ending December 31, 2007.
Additionally, SFAS No. 158 requires companies to measure plan assets and
obligations at their year-end balance sheet date. This requirement is effective
for the company’s fiscal year ending December 31, 2009. The company is currently
evaluating the impact of the adoption of SFAS No. 258 and does not expect that
it will have a material impact on its financial statements.
In
September 2006, the United States Securities and Exchange Commission (“SEC”),
adopted SAB No. 108, “Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements.” This SAB
provides guidance on the consideration of the effects to prior year
misstatements in quantifying current year misstatements for the purpose of
a
materiality assessment. SAB 108 establishes an approach that requires
quantification of financial statement errors based on the effects of each of
the
company’s balance sheet and statement of operations financial statements and the
related financial statement disclosures. The SAB permits existing public
companies to record the cumulative effect of initially applying this approach
in
the first year ending after November 15, 2006 by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as
of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the cumulative
effect transition method requires detailed disclosure of the nature and amount
of each individual error being corrected through the cumulative adjustment
and
how and when it arose. The company is currently evaluating the impact, if any,
that SAB 108 may have on the company’s results of operations or financial
position.
In
July
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes-an interpretation of FASB Statement No. 109.” This Interpretation
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to
be
taken in a tax return. Interpretation No. 48 also provides guidance on
derecognition, classification, interest and
penalties,
accounting in interim periods, disclosure, and
transition. Interpretation No. 48 is effective for fiscal years beginning after
December 15, 2006 and the company is currently evaluating the impact, if any,
that FASB Interpretation No. 48 may have on it’s results of operations or
financial position.
Note
2 – Going concern
As
shown
in the accompanying financial statements, as is typical of companies going
through the development stage, the Company incurred an accumulated net loss
through the period ended March 31, 2008. The Company is currently in the
development stage and there is no guarantee whether the Company will be able
to
generate enough revenue and/or raise capital to support current operations
and
generate anticipated sales. This raises substantial doubt about the Company’s
ability to continue as a going concern. Management believes that the Company’s
future capital requirements will depend on many factors, including the success
of the Company’s consulting and marketing services. The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
Note
3 – Furniture and Equipment
Furniture
and equipment consists of the following categories at March 31,
2008:
Computers
|
|
$
|
3,000
|
|
Software
|
|
|
7,474
|
|
|
|
|
10,474
|
|
Less
accumulated depreciation
|
|
|
5,495
|
|
Total
|
|
$
|
4,979
|
|
Depreciation
expense for the three months ended March 31, 2008 totaled $687.
Note
4 – Income taxes
Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending
on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods
in
which the temporary differences are expected to reverse.
The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are
as
follows:
Income
tax provision at the federal statutory rate
|
|
|
34
|
%
|
Effect
of operating losses
|
|
|
-34
|
%
|
|
|
|
0
|
%
|
Net
deferred tax assets consist of the following:
|
|
For the three months ended
|
|
|
|
March 31,
|
|
|
|
2008
|
|
Gross
deferred tax asset
|
|
$
|
3,000,000
|
|
Gross
deferred tax liability
|
|
|
-
|
|
Valuation
allowance
|
|
|
(3,000,000
|
)
|
Net
deferred tax asset
|
|
$
|
-
|
|
The
company did not pay any income taxes during the three months ended March 31,
2008.
Note
5 – Stockholders’ equity
In
March
2006, the Company issued 45,000,000 shares of its $0.001 par value common stock
as founder's shares. In connection with the issuance of these 45,000,000 shares,
the company recorded compensation expense in the amount of $4,500,000. The
shares were deemed to have been issued pursuant to an exemption provided by
Section 4(2) of the Act, which exempts from registration "transactions by an
issuer not involving any public offering."
In
May
2006, the Company issued 115,000 shares of its $0.001 par value common stock
for
$11,500 cash. The shares were deemed to have been issued pursuant to an
exemption provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."
In
May
2006, the Company issued 32,500,000 shares of its $0.001 par value common stock
for consulting services. In connection with the issuance of these 32,500,000
shares, the company recorded compensation expense in the amount of $3,250,000.
The shares were deemed to have been issued pursuant to an exemption provided
by
Section 4(2) of the Act, which exempts from registration "transactions by an
issuer not involving any public offering."
There
have been no other issuances of common stock.
Note
6 – Warrants and options
There
are
no warrants or options outstanding to acquire any additional shares of common
stock.
Note
7 – Related party transactions
Amounts
due to the company’s chief executive officer totaled $2,671 at March 31, 2008.
These amounts primarily represent loans to pay company startup
expenses.
On
March
31, 2006, the Company entered into a two year contract to provide consulting
services for K&L International, a company solely owned by our Chairman, CEO,
and President. The contract, with a value of approximately $48,000, provides
that the Company will receive $2,000 per month, which commenced April 2006.
Through March 31, 2008, the Company has received $46,000 under the terms of
the
consulting contract.
The
$6,000 revenue reported for the three months ended
March
31,
2008
represents revenue from consulting services provided based on the above two
year
contract.
The
company is using space rent free that is owned by the founding
shareholder.
Note
8 – Commitments and contingent liabilities
Legal
matters
- The
Company is occasionally party to litigation or threat of litigation arising
in
the normal course of business. Management, after consultation with legal
counsel, does not believe that the resolution of any such matters will have
a
material effect on the company’s financial position or results of
operations.
Note
9 — Agent agreement
On
August
3, 2007, the Company signed an agreement with ILD Telecommunications, Inc.,
a
provider of billing services, to locate and contract with customers to provide
services.
On
November 1, 2007, the Company signed an agreement with Billing Concepts, Inc.,
a
provider of billing services, to locate and contract with customers to provide
services.
On
February 5, 2008, the company signed an agreement with Payment one, Inc., a
provider of billing services, to locate and contract with customers to provide
services.
Note10 –
Subsequent event
In
April
2008, the Company signed five consulting agreements to provide billing and
customer service, as well as five broker agreements to provide marketing
services to the same five clients. In May 2008, the Company signed one
additional Consulting agreement and a broker agreement for the same
client.
On
April
17, 2008, the Company entered into a $500,000 Revolving Line of Credit Agreement
(“Credit Agreement”) with its founding shareholder (“Lender”). The Credit
Agreement provides that the entire unpaid principal balance, plus accrued
interest and other unpaid charges shall be due and payable 12-months from the
date of receipt of notice for demand for payment furnished by the Lender to
the
Company. On April 17, 2008 the Company borrowed $100,000 under terms of the
Credit Agreement, by issuing a Promissory Note (“Note”) to the Lender under the
same date. The Note provides that interest will be payable at the rate of 12%
per annum, calculated on a monthly basis.
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
|
FORWARD-LOOKING
STATEMENTS
This
document contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.
Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of
the
date of this report. Except for our ongoing securities laws, we do not intend,
and undertake no obligation, to update any forward-looking
statement.
Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
|
•
|
our
ability to successfully compete in the professional services
industry;
|
|
•
|
difficulties
developing a new line of business in the professional services
industry;
|
|
•
|
failure
to identify, develop or profitably manage additional
businesses;
|
|
•
|
failure
to obtain new customers or retain existing
customers;
|
|
•
|
inability
to efficiently manage our
operations;
|
|
•
|
inability
to achieve future operating
results;
|
|
•
|
inability
to obtain capital for future
growth;
|
|
•
|
loss
of key executives; and
|
|
•
|
general
economic and business conditions.
|
BUSINESS
Since
the
inception of Legends Business Group, Inc. (hereinafter LGSB), we have
established our corporate existence and completed the required steps to become
a
publicly held corporation and our stock is now being traded on the over the
counter bulletin board. While we have not had significant revenues, we have
actively begun to expand our client base. We have expanded the suite of client
services we offer to include customer specific growth marketing strategies
directed at a strategically targeted select market demographic of small and
medium sized businesses.
We
are a
development stage company. Our plan of operation for the next twelve months
will
be to expand and grow our client base. We intend to market our consulting
services to small and medium size businesses that are ISP (Internet Service
Providers), long distance providers, VOIP (Voice Over Internet Protocol)
providers, and digital content providers that charge their services to their
clients through third party billing clearinghouses, and to companies that make
their sales though direct mailings and though direct website sales. We are
actively expanding our client base of small to medium sized businesses to which
we will offer our services.
As
we
continue to implement our business plan, we have anticipated a need to raise
additional funds to enhance operations and transition the company through an
expected period of growth. At this time we do not anticipate obtaining
additional financing to fund operations through common stock offerings, or
to
obtain additional financing to the extent necessary to augment our working
capital through stock offerings.
We
have
secured a revolving line of credit in the amount of ($500,000) five hundred
thousand dollars to augment our working capital, enhance operations and
transition the company through the expected period of growth. Larry Powalisz,
CEO of Legends Business Group, Inc. is making these funds available, in a
related party agreement. These loans, when they will be utilized, will be
repayable 12 (twelve) months from the date of demand for payment at the accrued
interest rate of 12% annually. On April 17, 2008, the company requested
($100,000) one hundred thousand dollars from the revolving line of credit,
to
fund expansion of LGBS.
We
are
currently pursuing avenues of client development and marketing strategies
through the use of a Client Conference. We plan to utilize the conference to
present updates on LGBS’s business products and services as well as insights
into potential market acceptance and feasibility for the benefit of both current
and potential new clients. If successful, we plan to make the conference an
annual event.
LGBS
does
intend to continue to use income from clients to continue to meet our operating
expenses.
We
do not
have need for the purchase of any property or equipment at this time.
During
the next twelve months, we expect to take the following steps in connection
with
the further development of our business and the implementation of our plan
of
operations:
LIQUIDITY
AND CAPITAL RESOURCES
Our
cash
balance at March 31, 2008 was $6,004. For the quarter ended March 31, 2008,
we
incurred general and administrative expenses of approximately $3,284. We do
not
expect our quarterly general and administrative expenses to increase
significantly over the next 12 (twelve) months.
We
anticipate that our operational expenses will grow proportionately to increases
to our customer base over the next 12 (twelve) months. The expected increases
in
operational expenses will be directly attributed to marketing expenses
associated with the development of new client companies. We do not anticipate
the purchase or sale of any significant equipment. If and when the anticipated
growth occurs, we will need to add additional employees. We do not anticipate
significant changes in our number of employees, until our growth warrants a
change in the number of employees.
At
this
time we have not entered into any agreements or negotiations with a sales and
marketing entity to undertake marketing for us. The foregoing represents our
best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any expenditure may
vary significantly depending upon our progress with the execution of our
business plan.
In
the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business
plan
for the development and marketing of our core services. Should we be unable
to
proceed with the development of our business plan, we would likely seek
additional financing to support the continued operation of our business. We
base
this expectation, in part, on the fact that we may not be able to generate
enough gross profit from the sale of our consulting and marketing services
to
cover our operating expenses.
In
light
of the business environment in which we operate today, we do not anticipate
incurring operating losses in the foreseeable future. However, business
environments and market conditions can be adversely affected by a multitude
of
economic indicators which remain out of our control.
RESULTS
OF OPERATIONS
Since
inception, (March 2, 2006) through March 31, 2008, we have generated revenues
and incurred expenses of approximately $46,637 and $3,971,
respectively.
The
following table provides selected financial data about our company for the
quarter ended March 31, 2008.
Balance Sheet Data:
|
|
March 31, 2008
|
|
Cash
|
|
$
|
6004
|
|
Total
assets
|
|
$
|
12,983
|
|
Total
Liabilities
|
|
$
|
2,671
|
|
Stockholders’
equity
|
|
$
|
10,312
|
|
RISK
FACTORS
Our
ability to continue as a going concern is in doubt.
Our
auditor has raised a concern regarding our ability to continue as a going
concern. LGBS is in the development stage and we have generated limited revenues
since our inception. Our source of funds has been the sale of our common stock
and limited revenue generated from sales of our services to a related party
company, K&L International Enterprises Inc. (hereinafter K&L). The owner
of K&L is Larry Powalisz, the Chairman, CEO and President of Legends
Business Group. We continue to incur operating expenses, legal and accounting
expenses, consulting fees and promotional expenses. These factors raise
substantial doubt about our ability to continue as a going concern.
We
have
only recently commenced our consulting business and have no significant
operating history. Therefore, our business and future prospects are difficult
to
evaluate. You should consider the challenges, risks and uncertainties frequently
encountered by early-stage companies using new and unproven business models
in
rapidly evolving markets. These include significant start-up expenses, obtaining
and performing contracts with clients, hiring and retaining qualified personnel,
and establishing a reputation in the industry. There is no assurance we will
be
able to enter into substantial arrangements with clients for our consulting
business or that we can develop contracts on terms that will be favorable to
us
or at all. Moreover, even if we enter into any such arrangements, there is
no
assurance that such arrangements with clients will be profitable.
Mr.
Powalisz, our Chairman, CEO and President is the majority shareholder of LGBS
stock.
Mr.
Powalisz, as our Chairman, CEO and President makes decisions for LGBS at his
discretion and not as a result of compromise or vote by members of the board.
Mr. Powalisz exerts control over the marketing, development and direction that
the business will take.
Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions. These marketability restrictions may prevent you from liquidating
your stock, thus causing a loss of your investment.
Since
our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:
|
•
|
Deliver
to the customer, and obtain a written receipt for, a disclosure
document;
|
|
•
|
Disclose
certain price information about the
stock;
|
|
•
|
Disclose
the amount of compensation received by the broker-dealer or any associated
person of the broker-dealer;
|
|
•
|
Send
monthly statements to customers with market and price information
about
the penny stock; and
|
|
•
|
In
some circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with information
specified in the rules.
|
Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.
OFF-BALANCE
SHEET ARRANGEMENTS
We
do not
have any off-balance sheet arrangements that have or are reasonably likely
to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
As
a
smaller reporting company, as defined by Rule 229.10(f) (1), Legends Business
Group, Inc. is not required to provide Quantitative and Qualitative disclosures
about market risk.
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES OVER FINANCIAL
REPORTING
We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act
of
1934, as amended, is recorded, processed, summarized and reported within the
specified time periods. As of the end of the period covered by this report,
Mr.
Larry Powalisz, our Chief Executive Officer and Principal Financial Officer
evaluated the effectiveness of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15. Based on the evaluation, which disclosed no
significant deficiencies or material weaknesses, Mr. Powalisz, our Chief
Executive Officer and Principal Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting him to material
information required to be included in our periodic SEC filings. There were
no
changes in our internal control over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
It
should
be noted, however, that no matter how well designed and operated, a control
system can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. In addition, the design of any control system
is
based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems (including
faulty judgments in decision making or breakdowns resulting from simple errors
or mistakes), there can be no assurance that any design will succeed in
achieving its stated goals under all potential conditions. Additionally,
controls can be circumvented by individual acts, collusion or by management
override of the controls in place.
PART
II - OTHER INFORMATION
ITEM
1.
|
LEGAL
PROCEEDINGS.
|
We
are
not currently involved in any legal proceedings and we are not aware of any
pending or potential legal actions.
As
a
smaller reporting company, as defined by Rule 229,10(f)(1), Legends Business
Group, Inc. is not required to provide the information in this subsection..
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
.
|
There
were no sales of unregistered securities during the period covered by this
report.
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES.
|
There
were no defaults upon senior securities during the period covered by this
report.
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
.
|
There
were no matters submitted to a vote of security holders during the period
covered by this report.
ITEM
5.
|
OTHER
INFORMATION
.
|
There
was
no additional information required to be disclosed on Form 8-K during the period
covered by this report.
EXHIBITS
SCHEDULES
|
|
(a)
Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated
by Reference
|
Exhibit
Number
|
|
Exhibit
Description
|
|
Filed
Herewith
|
|
Form
|
|
Period
Ending
|
|
Exhibit
Number
|
|
Date
Filed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3(i)
|
|
Articles
of Incorporation dated March 3, 2006
|
|
|
|
SB
2/A
|
|
|
|
3(i)
|
|
6/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3(ii)
|
|
Bylaws
|
|
|
|
SB
2/A
|
|
|
|
3(ii)
|
|
6/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
Specimen
Stock Certificate
|
|
|
|
SB
2/A
|
|
|
|
4
|
|
6/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Consulting
Agreement Contract
|
|
|
|
SB
2/A
|
|
|
|
10
|
|
6/25/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Non-Exclusive
Agent Agreement
|
|
|
|
W/10QSB
|
|
9/30/2007
|
|
10(i)
|
|
11/13/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
Certification
of Larry Powalisz Pursuant to Section 302 of Sarbanes Oxley
Act
|
|
X
|
|
|
|
|
|
31
|
|
3/26/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Certification
of Larry Powalisz Pursuant to Section 906 of Sarbanes Oxley
Act
|
|
X
|
|
|
|
|
|
32
|
|
3/26/2008
|
Pursuant
to the requirements of Section 13 or Section 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, thereunto duly authorized, on May 13,
2008.
|
LEGENDS
BUSINESS GROUP, INC.
REGISTRANT
|
|
|
|
By:
/s/Larry Powalisz
|
|
Larry
Powalisz
|
|
Chief
Executive Officer and
|
|
Principal
Accounting Officer
|
Legends Business (CE) (USOTC:LGBS)
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