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 September 30, 2008
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
The
Transition Period From July 1, 2008 To September 30, 2008
LEGENDS
BUSINESS GROUP, INC.
|
(Name
of small business issuer in its
charter)
|
Nevada
|
|
33-140666
|
|
20-4465282
|
(State
or Jurisdiction of
|
|
Commission
File Number
|
|
(I.R.S.
Employer
|
Incorporation
or organization
|
|
|
|
Identification
No.)
|
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
¨
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
¨
|
Accelerated
filer
¨
|
Non-accelerated
filer
¨
(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
¨
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 September 30,
2008
was $15,615,200.
32,615,000
shares of common stock were outstanding as of September 30, 2008.
LEGENDS
BUSINESS GROUP
FORM
10-Q
INDEX
|
|
PAGE
|
PART
I: FINANCIAL INFORMATION
|
|
1
|
|
|
|
Item
1. Financial Statements.
|
|
1
|
|
|
|
Balance
Sheets as of September 30,
2008
(unaudited) and December 31, 2007
(audited)
|
|
1
|
|
|
|
Statements
of Operations and Comprehensive Income for the three and nine months
ended
September 30, 2008 and 2007 and For the Period March 2, 2006 (Inception)
to September 30, 2008.
|
|
2
|
|
|
|
Statements
of Cash Flows for the nine months ended September 30, 2008 and 2007
and
For the Period March 2, 2006 (Inception) to September 30,
2008.
|
|
3
|
|
|
|
Notes
to Financial Statements.
|
|
4
|
|
|
|
Item
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
|
|
11
|
|
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
|
|
15
|
|
|
|
Item
4. Controls and Procedures.
|
|
15
|
|
|
|
PART
II: OTHER INFORMATION
|
|
16
|
|
|
|
Item
1. Legal Proceedings.
|
|
16
|
|
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
|
|
16
|
|
|
|
Item
3. Defaults Upon Senior Securities.
|
|
16
|
|
|
|
Item
4. Submission of Matters to a Vote of Security
Holders.
|
|
16
|
|
|
|
Item
5. Other Information.
|
|
17
|
|
|
|
Item
6. Exhibits.
|
|
17
|
|
|
|
SIGNATURES
|
|
18
|
PART
I - FINANCIAL INFORMATION
ITEM
1
.
FINANCIAL
STATEMENTS.
LEGENDS
BUSINESS GROUP, INC.
(A
Development Stage Company)
BALANCE
SHEET
|
|
September 30,
|
|
December 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
|
|
$
|
137,111
|
|
$
|
4,651
|
|
Accounts
receivable
|
|
|
747,662
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
884,773
|
|
|
4,651
|
|
|
|
|
|
|
|
|
|
Equipment,
net of accumulated depreciation
|
|
|
3,604
|
|
|
5,665
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
888,377
|
|
$
|
10,316
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$
|
51,196
|
|
$
|
-
|
|
Loan
from shareholder
|
|
|
2,671
|
|
|
2,671
|
|
Customer
deposit
|
|
|
25,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
78,867
|
|
|
2,671
|
|
|
|
|
|
|
|
|
|
Long
term liabilities:
|
|
|
|
|
|
|
|
Line
of credit shareholder
|
|
|
158,654
|
|
|
-
|
|
Accrued
interest
|
|
|
625
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
long term liabilities
|
|
|
159,279
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
Preferred
stock, $.0001 par value, authorized 100,000 shares; 45,000 issued
and
outstanding as of September, 2008
|
|
|
5
|
|
|
-
|
|
Common
stock, $.001 par value, authorized 500,000,000 shares; 32,615,000
issued
and outstanding as of September, 2008
|
|
|
32,615
|
|
|
77,615
|
|
Additional
paid-in capital
|
|
|
7,728,880
|
|
|
7,683,885
|
|
Accumulated
deficit during development stage
|
|
|
(7,111,269
|
)
|
|
(7,753,855
|
)
|
|
|
|
|
|
|
|
|
Total
stockholders' equity
|
|
|
650,231
|
|
|
7,645
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$
|
888,377
|
|
$
|
10,316
|
|
The
accompanying notes are an integral part of the financial
statements.
(A
Development Stage Company)
STATEMENT
OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
|
|
|
|
|
|
|
|
March 2, 2006
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
(Inception) to
|
|
|
|
September, 30
|
|
September, 30
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
and brokerage fees
|
|
$
|
1,670,568
|
|
$
|
-
|
|
$
|
1,945,968
|
|
$
|
-
|
|
$
|
1,945,968
|
|
Agent
agreement fees
|
|
|
26,414
|
|
|
-
|
|
|
33,949
|
|
|
-
|
|
|
33,949
|
|
Revenue
from related party
|
|
|
-
|
|
|
6,000
|
|
|
8,000
|
|
|
18,000
|
|
|
48,000
|
|
|
|
|
1,696,982
|
|
|
6,000
|
|
|
1,987,917
|
|
|
18,000
|
|
|
2,027,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Client
marketing
|
|
|
945,464
|
|
|
-
|
|
|
1,095,878
|
|
|
-
|
|
|
1,095,878
|
|
Leased
employees
|
|
|
89,058
|
|
|
-
|
|
|
89,058
|
|
|
-
|
|
|
89,058
|
|
|
|
|
1,034,522
|
|
|
-
|
|
|
1,184,936
|
|
|
-
|
|
|
1,184,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
662,460
|
|
|
6,000
|
|
|
802,981
|
|
|
18,000
|
|
|
842,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
117,789
|
|
|
4,239
|
|
|
158,334
|
|
|
18,758
|
|
|
7,937,380
|
|
Subcontractor
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
Depreciation
|
|
|
687
|
|
|
687
|
|
|
2,061
|
|
|
2,061
|
|
|
6,870
|
|
Consulting
fee - officer
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
118,476
|
|
|
4,926
|
|
|
160,395
|
|
|
20,819
|
|
|
7,954,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income(loss)
|
|
$
|
543,984
|
|
$
|
1,074
|
|
$
|
642,586
|
|
$
|
(2,819
|
)
|
$
|
(7,111,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding, basic and fully
diluted
|
|
|
32,615,000
|
|
|
77,615,000
|
|
|
32,615,000
|
|
|
77,615,000
|
|
|
30,506,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income(loss) per weighted share basic and fully diluted
|
|
$
|
0.02
|
|
$
|
0.00
|
|
$
|
0.02
|
|
$
|
(0.00
|
)
|
$
|
(0.23
|
)
|
The
accompanying notes are an integral part of the financial
statements.
(A
Development Stage Company)
STATEMENT
OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
For the Period
|
|
|
|
|
|
|
|
March 2, 2006
|
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
(Inception) to
|
|
|
|
September 30,
|
|
September 30,
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATIONS
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
642,586
|
|
$
|
(2,819
|
)
|
$
|
(7,111,269
|
)
|
Adjustments
to reconcile net loss to net cash used for operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(747,662
|
)
|
|
-
|
|
|
(747,662
|
)
|
Customer
deposit
|
|
|
25,000
|
|
|
-
|
|
|
25,000
|
|
Depreciation
|
|
|
2,061
|
|
|
2,061
|
|
|
6,870
|
|
Accounts
payable
|
|
|
51,196
|
|
|
-
|
|
|
51,196
|
|
Accrued
interest
|
|
|
625
|
|
|
-
|
|
|
625
|
|
Stock
based compensation
|
|
|
-
|
|
|
-
|
|
|
7,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED FOR OPERATING ACTIVITIES
|
|
|
(26,194
|
)
|
|
(758
|
)
|
|
(25,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of equipment
|
|
|
-
|
|
|
-
|
|
|
(10,474
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN INVESTING ACTIVITIES
|
|
|
-
|
|
|
-
|
|
|
(10,474
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock
|
|
|
-
|
|
|
-
|
|
|
11,500
|
|
Proceeds
from notes payable-Line of credit
|
|
|
158,654
|
|
|
-
|
|
|
158,654
|
|
Proceeds
from shareholder loan
|
|
|
-
|
|
|
1,671
|
|
|
2,671
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
158,654
|
|
|
1,671
|
|
|
172,825
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
|
132,460
|
|
|
913
|
|
|
137,111
|
|
Cash,
beginning of period
|
|
|
4,651
|
|
|
1,372
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
137,111
|
|
$
|
2,285
|
|
$
|
137,111
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of 32,500,000 shares of common stock for consulting
services
|
|
$
|
3,250,000
|
|
$
|
3,250,000
|
|
$
|
3,250,000
|
|
Issuance
of 45,000,000 shares of common stock for compensation to founding
shareholder(commons shares exchanged for 45,000 shares of preferred
shares)
|
|
$
|
4,500,000
|
|
$
|
4,500,000
|
|
$
|
4,500,000
|
|
The
accompanying notes are an integral part of the financial
statements.
LEGENDS
BUSINESS GROUP, INC.
(A
DEVELOPMENTAL STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008
Note
1 – Organization and summary of significant accounting principles
Interim
Reporting
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 three stages of consulting with client businesses: billing, customer service
and scripting. The company has added new clients, whose businesses sell their
products through Internet marketing, and bill through third party billing
houses. These businesses offer services that include email and identity
theft protection.
Interim
Reporting
The
accompanying unaudited interim financial statements of Legends Business Group,
Inc. (“the Company”) have been prepared in accordance with accounting principles
generally accepted in the United States of American and the rules of the SEC,
and should be read in conjunction with the audited financial statements and
notes thereto included in the Company’s Annual Report on Form 10-K filed with
the SEC on March 28, 2008. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation
of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year.
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 to larges telecommunications companies. The
company enters into contracts for one year 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:
|
Years
|
|
|
Furniture
and equipment
|
3
–
5
|
|
|
Computer
hardware
|
3
|
|
|
Vehicles
|
5
|
Fair
value of financial instruments
Fair
value estimates discussed herein are based upon certain market assumptions
and
pertinent information available to management as of September 30, 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.
|
|
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 September 30, 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 September 30,
2008:
Computers
|
|
$
|
3,000
|
|
Software
|
|
|
7,474
|
|
|
|
|
10,474
|
|
Less
accumulated depreciation
|
|
|
6,870
|
|
Total
|
|
$
|
3,604
|
|
Depreciation
expense for the nine months ended September 30, 2008 totaled
$2,061.
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 nine months ended
|
|
|
|
September 30,
|
|
|
|
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 nine months ended September
30,
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."
In
May
2008, the Company amended the articles to authorize 100,000 shares of Preferred
Shares at $0.0001 par value. Contemporaneously, the Company issued 45,000 shares
of Preferred Stock to the President and CEO in exchange for 45,000,000 shares
of
Common Stock. This reduced the Common shares outstanding from 77,615,000 to
32,615,000.
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 $161,950 at September 30,
2008. These amounts primarily represent loans to pay company
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 June 30, 2008, the Company has received $48,000 under the terms of
the
consulting contract. The contract ended in April 2008 and was not
renewed.
The
$2,000 revenue reported for the nine months ended September 30, 2008 represents
revenue from consulting services provided based on the above two-year
contract.
In
May
2008, the Company entered into an employment agreement with its President and
CEO. The Company agreed to pay an annual salary of $130,000.
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 billings 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 billings 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 billings services, to locate and contract with customers to provide
services.
Note
10 – Consultant and Broker Agreements
In
April
2008 the Company signed five consulting agreements to provide billing and
customer services. In May 2008 they signed one additional Consulting
agreement.
Additionally
in April they signed five broker agreements to provide marketing services.
In
May 2008 they signed one additional broker agreement.
Note
11 – Revolving Line of Credit
On
April
17, 2008, the Company entered into a $500,000 Revolving Line of Credit (“Line of
Credit”) with the Company’s Chairman, Chief Executive Officer, and principal
shareholder (“Lender”). The note is payable within 12-months from the date of
receipt of a demand for payment notice from the Lender. The Line of
Credit
bears
interest at the rate of 12% per annum, computed on a monthly basis.
At
September 30, 2008, the balance due under the terms of the Line of Credit was
$159,279, including accrued interest of $625.
Note
12
–
Employee Leasing
In
June
2008, the Company entered into an agreement with Oasis Outsourcing to lease
employees. The initial agreement is for thirty days and renews automatically
every thirty days until terminated by either party.
Note
13
–
Subsequent
Events
In
October 2008 the Company sign a lease agreement with company owned by its
majority shareholder for the use of the premises. The agreement also includes
the payment of utilities, telephone, long distance and taxes on the building.
The lease is retroactive to July 1, 2008.
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.
|
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. Until recently our source of funds had 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), which is also owned by Larry Powalisz, the Chairman, CEO and President
of Legends Business Group. We are beginning to generate revenues from our
business operations and at the same time we continue to incur operating
expenses, legal and accounting expenses, consulting fees and promotional
expenses. These factors raise doubts about our ability to continue as a going
concern.
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 continue
to
enter into substantial arrangements with clients for our consulting business
or
that we can develop sufficient 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.
BUSINESS
Item
2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.
We
are an
emerging development stage company entering a period of growth. Our plan of
operation for the next twelve months continues to be focused on growing revenues
and expanding our client base. We will continue marketing our consulting
services to businesses that are ISP (Internet Service Providers), Long Distance
Providers, VOIP (Voice over Internet Protocol) Providers, and Digital Content
Providers that rely on the services of third party billing clearinghouses;
and
to companies that make their sales through direct mailings and direct website
sales. We are actively expanding our client base of businesses to which we
offer
our consulting services.
Our
revenues are growing in conjunction with the expansion of 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. We have agent agreements with two national credit card payment
service providers and will begin market testing of credit card services through
one of our client customers before the end of 2008. When market testing is
complete, the company expects to roll out its credit card services through
five
additional client customers. Once the credit card services offerings are
launched in their entirety, we anticipate up to a twenty-five percent increase
in new customers who offer credit card billing services. These billing methods
are in addition to the LEC (Local Exchange Carrier) billing services we
currently provide. We are continuing negotiations with one international credit
card service provider.
We
had
greater than anticipated growth throughout the first nine months of 2008
operations. Revenues for the nine months ended September 30, 2008 are
approximately $1,990,000, as compared to the same nine month period ended
September 30, 2007, which were $18,000. Revenues for the quarter ended September
30, 2008 were approximately $1,700,000, which reflects an increase of
approximately $1,500,000 from the quarter ended June 30, 2008. The increased
revenues are due to the companies continued success in the area of consulting
services, our service support platforms and the strong growth of our client
companies. We are actively implementing our business plan at this time.
As
we
continue to successfully 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.
RECENT
DEVELOPMENTS
Due
to
increases in both our client customers and their sales, we have completed
negotiations with a third party customer support center in the Philippines
to
expand our existing internal customer contact service center. The expansion
has
allowed for the blending of offshore and internal localized customer service
operators in order to maintain superior service levels and utilize staffing
flexibility for better handling of higher call volumes during peak traffic
times.
The
availability of a secured revolving line of credit in the amount of $500,000
(five hundred thousand dollars) to augment our working capital, enhance
operations and transition the corporation through the expected period of growth
continues to remain available to us. Larry Powalisz, CEO of Legends Business
Group, Inc. has made these funds available as a related party transaction.
These
funds, when utilized, will be in the form of loans repayable 12 months from
the
date of demand for payment at the accrued interest rate of 12% annually. In
April 2008, and July 2008 the company requested $100,000 and $50,000
respectively. The company requested $200,000 in August 2008, also from the
revolving line of credit, to fund expansion.
On
May
15, 2008, the company entered an Employment Agreement with Larry Powalisz,
Chief
Executive Officer and President of the Corporation. The Agreement evidenced
that
Mr. Powalisz had accepted the title and duties that accompany the position
of
President and Chief Executive Officer of the Corporation. The Agreement was
for
a period of three years, commencing May 1, 2008 and expiring on May 1, 2011.
During the term of the Agreement, Mr. Powalisz shall be paid at the annual
rate
of $130,000 (one hundred thirty thousand dollars). The Agreement provides that
Mr. Powalisz be allowed to participate in all general employee benefit plans
and
programs as soon as they are made available. For the first several months of
the
agreement Mr. Powalisz’s salary was accrued as salary expense. As of the date of
this quarterly report all company accrued debt has been repaid, and the salary
is now paid as a normal operating expense.
On
May
29, 2008 the company filed a Certificate of Amendment with the State of Nevada,
which reflected that the Corporation shall be authorized to issue 100,000 (one
hundred thousand) shares of $0.0001 par value Preferred Stock. Also on May
29,
2008, the company filed a Certificate of Designation with the State of Nevada.
The Certificate evidenced that Legends has authorized the establishment of
Class
A Preferred Stock in the amount of 100,000 (one hundred thousand) shares. The
Class A Preferred shares shall be convertible to Common Stock at a ratio of
1/1,000 (one thousand) shares of Common Stock.
Contemporaneously
with the authorization of the 100,000 (one hundred thousand) shares of Preferred
Stock, 45,000,000 (forty five million) shares of common stock that were held
by
Larry Powalisz, President and CEO, were returned to the treasury of Legends
Business Group, Inc.
In
exchange for the return of the 45,000,000 (forty five million) shares of Common
Stock, the Corporation issued 45,000 (forty five thousand) shares of Preferred
Stock. This transaction reduced the common stock shares outstanding from
77,615,000 (seventy seven million six hundred fifteen thousand) shares to
32,615,000 (thirty two million six hundred fifteen thousand) shares.
The
Corporation has signed a long-term lease agreement for the office space it
currently occupies at 1375 Semoran Blvd., in Casselberry, Florida. Negotiations
for the long term lease agreement extending occupancy of the
Corporations current space was finalized and effective October 15,
2008.
The
corporation has occupied the offices owned by Mr. Larry Powalisz, its President
and CEO. Mr. Powalisz had not received any compensation for the use of his
offices during the start-up, development and growth periods of the
company.
The
lease
agreement is a net/net/net lease for a period of five years and provides options
to renew for two additional five-year terms. The agreement commits LGBS to
up to
15 years of occupancy as well as an additional 1,500 square foot of a planned
4,500 square foot expansion of the current facilities, which will be built
to
suit the company. Legend’s has optioned the right of first refusal on the
remaining square footage of the facility in anticipation of its continued
growth.
LIQUIDITY
AND CAPITAL RESOURCES
Our
cash
balance for the quarter ended September 30, 2008 was approximately $137,000
as
compared to approximately $2,300 or the same period ended September 30, 2007.
Our general and administrative expenses were approximately $118,000 compare
to
approximately $4,200 or the same period ending September 30, 2007. We expect
our
general and administrative expenses to increase proportionately with our growth
over the next 12 months.
We
anticipate that our operational expenses will grow proportionately to increases
in our customer base over the next 12 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 hire additional employees. We do not anticipate
significant changes in our number of employees.
At
this
time we are looking to enter into agreements or negotiations with a sales and
marketing entity to undertake marketing for our client companies. 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 this occur,
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
We
have
generated revenues of $1,696,982 for the quarter ended September 30, 2008 and
have incurred a total of $118,476 of expenses for the same period.
For
the
complete financial information, please see the enclosed financial statements
and
the accompanying notes.
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 are 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
In
connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by our management, with the participation of
Management, of the effectiveness of our disclosure controls and procedures
(as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of
1934 ("Exchange Act")) as of September 30, 2008. Disclosure controls and
procedures are designed to ensure that information required to be disclosed
in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules
and
forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer/Principal Financial Officer, to allow
timely decisions regarding required disclosures.
Based
on
that evaluation, our management concluded that our disclosure controls and
procedures were effective in reporting information required to be disclosed
within the time periods specified in the SEC's rules and forms.
Management's
Report on Internal Control over Financial Reporting
Management
of our company is responsible for establishing and maintaining adequate internal
control over financial reporting. Our company's internal control over financial
reporting is a process, under the supervision of Management designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements for external purposes in
accordance with United States generally accepted accounting principles. Internal
control over financial reporting includes those policies and procedures
that:
|
•
|
Pertain
to the maintenance of records that in reasonable detail accurately
and
fairly reflect the transactions and dispositions of the Company's
assets;
|
|
•
|
Provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures
are
being made only in accordance with authorizations of management
and the
Board of Directors; and
|
|
•
|
Provide
reasonable assurance regarding prevention or timely detection
of
unauthorized acquisition, use, or disposition of the Company's
assets that
could have a material effect on the financial
statements.
|
Our
management conducted an assessment of the effectiveness of the Company's
internal control over financial reporting as of September 30, 2008, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on
this
assessment, our management concluded that there was no material weakness in
our
internal controls over financial reporting, and accordingly, our controls are
effective.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect all misstatements. 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.
The
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
Changes
in Internal Control over Financial Reporting
There
were no significant changes in internal control over financial reporting (as
defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended
September 30, 2008, that materially affected, or are reasonably likely
to
materially
affect, our internal control over financial reporting.
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.
Smaller
reporting companies are not required to provide the information required by
this
item.
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 information required to be disclosed on Form 8-K during the period covered
by
this report.
The
following exhibits are included with this quarterly filing. Those marked with
an
asterisk and required to be filed hereunder, are incorporated by reference
and
can be found in their entirety in our original Form SB-2 Registration Statement,
filed under SEC File Number 333-140666t the SEC website at
www.sec.gov:
EXHIBITS
SCHEDULES
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3(i)*
|
|
Amendment
to Articles of Incorporation dated 7/18/2008
|
|
|
|
8K
|
|
|
|
3(i)
|
|
7/18/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
10*
|
|
Employment
Agreement
|
|
|
|
8K
|
|
|
|
10
|
|
5/20/2008
|
|
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 November 14, 2008.
LEGENDS
BUSINESS GROUP, INC.
REGISTRANT
|
|
By:
/s/Larry Powalisz
|
Larry
Powalisz
|
Chief
Executive Officer and
|
Principal
Accounting Officer
|
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