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I just talked to the CEO and he assures me that this is an honest company and that the stock is a bargain at today's price.
So where's the company?
Phantom companies. There is no proof of any physical operations, including Prime itself, anywhere.
Ask them for a GOOD address.
"The Prime Star Group address you have posted is an office park/suite. This wouldn't be the first time different businesses in an office park shared the same address. Again - Thank you for your concern." posted by PSGO_Ir, an employee of the company.
1. I've throughly checked ALL tennents of this complex and Prime Star is not included on any list.
2. I also noted that you carefully neglected to state that Prime Star is actually in that complex. Lawyer speak.
3. This address is not listed on the current SEC report. The two that are , one is a one bedroom condo and the other appears to belong to someone else, would make it appear that the company "HAS NO PHYSICAL ADDRESS". Do yu Know does the SEC feels about putting fraudulent on it's forms?
This company's stock could be haulted if criminal charges are charged against the CEO for basically operating a fraudulent, phantom company.
I think it's time to bump it up a notch.
Sub penny soon. Could be .03's by the end of next week. That's the stuff that happens to death spirial scam stocks like Prime.
Don't be ripped off without doing proper DD..
Prime has no assets, revenue (from SEC) is only from share sales, company can't be found, subs can't be found either, no production, no products, 52 million OS and counting, etc.etc. and so on.
I don't think I've ever seen a company this toxic for investment. Do your own DD.
Bogus. Another Bogus address for Prime Star. That's three addresses for Prime Star that don't really look like they have anything to do with Prime Star. So where is the company, really? Roger's computer in the den? C'omn PSGI_IR, how about shedding a little light on this.
To recap Prime star address:
1. primary business address from SEC is a one bedroom condo
2. another address listed on SEC report is being used by someone else.
3. Address listed below doesn't belong to Prime Star Group.
Do your own DD, don't pay attention to any hype, show some respect for your money.
This is the address from the IBox Posting for Prime Star:
Prime Star Group, Inc.
2580 Anthem Village Drive,
Suite B-1
Henderson, NV 89052
This is the address from Superpages.com
http://yellowpages.superpages.com/listings.jsp?N=financing&PS=30&STYPE=S&R=N&F=1&CP=Legal+%26+Financial%5EFinancial+Services%5EAccounting%2C+Auditing+%26+Bookkeeping+Services%5E&RC=1&CTS=Accounting%2C+Auditing+%26+Bookkeeping+Services
Finance Express
Not Rated | Write a Review
2580 Anthem Village Drive # B-1, Henderson, NV 89052 zip code
http://www.financeexpress.org
Boiler Room Stock. IMO, if Prime were a new age boiler room stock what would it need.
A company address that checks out as a one bedroom condo. Check
No pictures (that I know of) of the company. Check
Company(s)listed in PRs that can't be found. Check
A CEO that was once charged with 43 counts of Fraud. (google channel 10 and Granite man) Check
No assets, over 9 million in debt,no products (doctored photo's of sausage patties doesn't count),with income only coming from share sales. Check
All money listed in SEC report spent (hundreds of thousands)on Adminstrative costs. Check
A message board full of promoters and company employees hyping the stock. Check
A million dollars being lent with no lender in sight. Check
Do your own DD. Make your own decision. Respect your money.
This is a toxic stock. Do your own DD. You won't regret it.
House of Cards. When the foundation of a stock price is built on a series of highly suspect information, and when the true information is learned, then the whole house will soon collapse.
It doesn’t seem to concern many posting here that the two company address listed on the latest SEC report don’t seem to be connected to Prime Star at all. Typo? Hardly. So where are they manufacturing anything?
It doesn’t seem to concern anyone that any of these companies listed in the PR’s can be found. Where are they? Are they manufacturing anything?
It doesn’t seem to concern anyone that the company, according to the SEC report, has no assets, debt of 9 million plus, and spends all its “share money” on Administrative costs. Where’s the R&D or production costs?
It doesn’t seem to concern anyone that the share price goes down on PR days with the exception of one day in the last 7 or 8 PR's. The company has stated in their SEC report that all their income is from share sales. Who do you think is selling on PR days?
It does seem to concern some people about my posting. I post nothing but the truth and because of that you really have no legit counter for that. If you want to speculate on why I post, go ahead. It doesn’t concern me if you do.
That's a fine way to talk about your CEO and believe me, he will never run out out of paper. .0001 is the true base of this "gem".
Good over evil. It's only a matter of time.....
Prime Star Grp. (B (USBB:PSGI)
Last Price (USD) $ 0.0501
Change ? -0.0009 (-1.76%)
Bid 0.0501
Ask 0.051
Volume 391,124
Day's Range 0.0501 - 0.055
Last Trade 2:31:25 PM EST
Fraud. I didn't realize that there were two current lawsuits involving Prime Star and Prime's CEO Roger Mohlman but on the bright side only one of them is for fraud.
Michiana Dairy Processors LLC v. Star Beverage Inc et al
Plaintiff: Michiana Dairy Processors LLC
Defendant: Roger Mohlman, All Star Beverage Inc, American Water Star Inc, All Star Beverage of Arizona Inc, Geyser Beverages Inc, Hawaiian Tropicals Inc, John Doe, Jane Doe and Donna Mohlman
Counter Claimants: All Star Beverage Inc, Roger Mohlman and Donna Mohlman
Counter Defendant: Michiana Dairy Processors LLC
Case Number: 2:2009cv00039
Filed: March 2, 2009
Court: Indiana Northern District Court
Office: Contract: Other Office [ Court Info ]
County: Lake
Presiding Judge: Judge Philip P Simon
Referring Judge: Magistrate Judge Paul R Cherry
Nature of Suit: Contract - Other Contract
Cause: Diversity
Jurisdiction: Diversity
Jury Demanded By: 28:1332 Diversity-Breach of Contract
Breton A Bocchieri v. Roger H Mohlman et al
Plaintiff: Breton A Bocchieri
Defendant: Donna Mohlman, J.T. Asset Management and J.T. Asset Management Trust
Case Number: 2:2007cv01787
Filed: March 16, 2007
Court: California Central District Court
Office: Western Division - Los Angeles Office [ Court Info ]
County: Los Angeles
Presiding Judge: Audrey B. Collins
Referring Judge: Charles F. Eick
Nature of Suit: Torts - Property - Other Fraud
Cause: 28:1332 Diversity-Fraud
Jurisdiction: Diversity
Jury Demanded By: Plaintiff
Amount Demanded: $200,000.00
Sucker Bet. Don't throw away your money by listening to professional day trading stock promoters or the Prime Star message board's acknowledged Investor Relations employee. If this was a legit company surely one on these people would have stated why Prime's offices are really a one bedroom condo or where they were making any products let alone if any of these other PR companies existed.
I had a thought where the company manufacturing might be taking place and where all these companies, including Prime, were located but then I looked again and the condo has no garage. So I'm still looking.
So some respect for your money and do your own DD and you'll find out I'm right and the other guys are.......
I'd like some here to explain why both corporate address that Prime Star lists in it's SEC report don't seem to have anything to do with Prime Star. One is the condo address and the other is this one:
Go to the bottom of page 19:
http://system.nevada.edu/Initiative/Proposed-B/Budget-Cut/05.19.09_Graduate-Programs.pdf
From the SEC Report:
COMPANY DATA:
COMPANY CONFORMED NAME: PRIME STAR GROUP INC
CENTRAL INDEX KEY: 0001041580
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 870636498
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32220
FILM NUMBER: 091185635
BUSINESS ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
BUSINESS PHONE: 702-740-7036
MAIL ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
Where, oh where is Prime Star, oh where can it be?.........
Real DD - The company has over 52 million OS, over 9 million in debt, no assets, no products, revenue is share sales, and all the money from that seems to go to adminstrative costs.
Buy some shares and donate today!
Bogus. Company address = 1 Bedroom condo - found
http://www.homes.com/property/42716354/650_Oakmont_Ave_Unit_2110-Las%20Vegas-NV-89109
Wild grill - can't be found - doesn't appear to exist except in what appears to be doctored photos of sausage patties.
Isla Nena Distributors - Can't seem to be found - may not exist
Netherland Tea - can't be found
Delizia Cigars - can't be found
Any products from any company - can't be found
Is this a real company or one that's just created in someone's computer?
IMO,No one is keeping this stock down except Prime itself. They will sell into any rally which is the only way to make sure the CEO gets paid and they don't have to compete with any flippers. I explained this awhile back and you and others chose to invest in a company which uses a one bedroom condo as the corporate address. This company is on a death spirial. On it's way down the CEO won't care if he has to sell 5 million or 15 shares to make a hundred grand after all, his shares are free....
Ongoing Lawsuit. Does anyone know how much this lawsuit is currently costing Prime Star? I looked for legal fees in the 11/17 SEC Report but found none. Maybe it's part of the 9+ million they owe. It certainly can't be part of the 100's of thousands of dollars in ADMIN COSTS the company has listed. I wonder how much of that is CEO pay or should I say how much isn't?
Indiana Northern District Court:
Michiana Dairy Processors LLC v. Star Beverage Inc et al
EasyEdit
(Plaintiff: Michiana Dairy Processors LLC
Defendant: Roger Mohlman, All Star Beverage Inc, American Water Star Inc, All Star Beverage of Arizona Inc, Geyser Beverages Inc, Hawaiian Tropicals Inc, John Doe, Jane Doe and Donna Mohlman
Counter Claimants: All Star Beverage Inc, Roger Mohlman and Donna Mohlman
Counter Defendant: Michiana Dairy Processors LLC
Case Number: 2:2009cv00039
Filed: March 2, 2009
Court: Indiana Northern District Court
Office: Contract: Other Office [ Court Info ]
County: Lake
Presiding Judge: Judge Philip P Simon
Referring Judge: Magistrate Judge Paul R Cherry
Nature of Suit: Contract - Other Contract
Cause: Diversity
Jurisdiction: Diversity
Jury Demanded By: 28:1332 Diversity-Breach of Contract
This is Prime Star's official address off the SEC report and this is the link to where the address really is. A one bedroom condo. Ask some questions and you'll get no answers.
http://www.homes.com/property/42716354/650_Oakmont_Ave_Unit_2110-Las%20Vegas-NV-89109
Commission file number 001-32220
PRIME STAR GROUP, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 87-0636498
================================================================================
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
650 OAKMONT AVENUE, UNIT 2110
LAS VEGAS NV 89109
(Address of principal executive offices)
(702) 588-5965
(Issuer's telephone number)
For the truth about Prime, read my posts on this page.
Looks like the stock is getting ready to tank. .04's today?
Don't be hyped into buying stock in this company. They have no money or product other then shares which they will be glad to sell you.
To get an idea of the future read this about Prime Star's CEO:
http://www.10news.com/news/1132871/detail.html
http://www.10news.com/news/1727034/detail.html
"The Granite Man" Arrested for Fraud
10News Troubleshooter Confronts Suspect In Court
POSTED: 10:09 am PST December 19, 2001
UPDATED: 11:33 am PST December 19, 2001
SAN DIEGO -- The owner of a granite company who took consumers' money but never delivered was arrested and charged with 48 counts of fraud, according to the 10News Troubleshooter.
Video
The Troubleshooter Investigates "The Granite Man"
The San Diego County district attorney's office charged Roger Mohlman with grand theft, contracting without a license, using someone else's contracting license and diversion of funds involving 17 homeowners.
Bobbi and Doug Buettgenbach are still paying on a loan for granite kitchen countertops they never received, the Troubleshooter reported.
Cathy Eldin told the Troubleshooter she is out $2,192. Sandra Gravitt lost $2,593. And Sherry Petersen paid out $2,164. All of them contracted with Mohlman, who used the names "Excaliber 2000" and "Granite Outlet."
The Troubleshooter was there when Mohlman was taken into custody this week.
The Troubleshooter asked Mohlman, "we have had a lot of consumers contact us -- they said they had given you and your salesman money but never got their granite."
"That's not necessarily all together true," Mohlman responded.
And when the Troubleshooter asked Mohlman where the money went, he responded "talk to my lawyer."
The Troubleshooter reminded Mohlman that "a lot of people are paying on loans for granite they never got."
"Yeah me too, I'm so sorry," Mohlman said.
Mohlman is scheduled to be back in court next month.Copyright
So where exactly is Prime Star?
The Corporate address, 4560 Decatur, Suite 301, appears at the bottom of page 19 on this link. Look like Prime Star to you?
http://system.nevada.edu/Initiative/Proposed-B/Budget-Cut/05.19.09_Graduate-Programs.pdf
From the SEC Report:
COMPANY DATA:
COMPANY CONFORMED NAME: PRIME STAR GROUP INC
CENTRAL INDEX KEY: 0001041580
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 870636498
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32220
FILM NUMBER: 091185635
BUSINESS ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
BUSINESS PHONE: 702-740-7036
MAIL ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
Why is the company's address a condo?
650 Oakmont Avenue, Unit 2110 is listed on the latest SEC Report as the "Principal Executive Offices". This is the link and photo of the offices. It is a $48 thousand dollar one bedroom condo listed under a couples name. I'm not going to mention there name. (Neither starts with Roger),lest they don't know they are a corporate office. Don't believe me? Here's the link. See for yourself:
http://www.homes.com/property/42716354/650_Oakmont_Ave_Unit_2110-Las%20Vegas-NV-89109
Think this is a "legit" company? Think again.
This is a must read if you want information about the company's products.
There appears to be 3 identical packages of sausage patties, (post 1325), with 3 different name labels slapped on each copy.
How do anyone explain why a manufacturing address, website where you can order products, or any other proof of existance, (outside of a PR), for Wild Grill Foods cannot be found? Same thing for the Isla Nena Distributors that is supposed to distribute Wild Grill Foods. They can't be found either except on a Prime Star PR?
Would a logical person looking at the imformation, or lack of, conclude that these are real companys or fraudulent paper companies designed to help the company to sell stock. Check it out for yourself before the company pom-pom squad hypes you into a buy you'll regret.
So where is Prime Star? This is bizzzzzzzzzare. The Corporate address, 4560 Decatur, Suite 301, appears at the bottom of page 19 on this link. Look like Prime Star to you?
http://system.nevada.edu/Initiative/Proposed-B/Budget-Cut/05.19.09_Graduate-Programs.pdf
From the SEC Report:
COMPANY DATA:
COMPANY CONFORMED NAME: PRIME STAR GROUP INC
CENTRAL INDEX KEY: 0001041580
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 870636498
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32220
FILM NUMBER: 091185635
BUSINESS ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
BUSINESS PHONE: 702-740-7036
MAIL ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
Must Read and Link! 650 Oakmont Avenue, Unit 2110 is listed on the latest SEC Report as the "Principal Executive Offices". This is the link and photo of the offices. It is a $48 thousand dollar one bedroom condo listed under a couples name. I'm not going to mention there name. (Neither starts with Roger),lest they don't know they are a corporate office. Don't believe me? Here's the link. See for yourself:
http://www.homes.com/property/42716354/650_Oakmont_Ave_Unit_2110-Las%20Vegas-NV-89109
Think this is a "legit" company? Think again.
11/17/09 SEC Report. 52 Million OS, no assets, over 9 million in debt, only money coming in from STOCK SALES. Don't believe me? Read the report below. Don't be hoodwinked into thinking that this company produces anything other than phoney PR's and a stock hyping message board pom-pom squad.
The SEC report:
-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
CiHFFX/YeIpk3yXLEnPyPSdN40Xmz3HcGO0KMLEouSoS8eCvNY4/8sjDTgmSCCj9
4lsxM0eM1ZxoPXJXLrfGpw==
<SEC-DOCUMENT>0001471242-09-000028.txt : 20091116
<SEC-HEADER>0001471242-09-000028.hdr.sgml : 20091116
<ACCEPTANCE-DATETIME>20091116142200
ACCESSION NUMBER: 0001471242-09-000028
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20090930
FILED AS OF DATE: 20091116
DATE AS OF CHANGE: 20091116
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PRIME STAR GROUP INC
CENTRAL INDEX KEY: 0001041580
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 870636498
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32220
FILM NUMBER: 091185635
BUSINESS ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
BUSINESS PHONE: 702-740-7036
MAIL ADDRESS:
STREET 1: 4560 S. DECATUR
STREET 2: SUITE 301
CITY: LAS VEGAS
STATE: NV
ZIP: 89103
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN WATER STAR INC
DATE OF NAME CHANGE: 20020515
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN CAREER CENTERS INC
DATE OF NAME CHANGE: 19991210
FORMER COMPANY:
FORMER CONFORMED NAME: TUNLAW CAPITAL CORP
DATE OF NAME CHANGE: 19970702
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>psgiform10q09302009acs.txt
<DESCRIPTION>PSGIFORM10Q09302009
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2009
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission file number 001-32220
PRIME STAR GROUP, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 87-0636498
================================================================================
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
650 OAKMONT AVENUE, UNIT 2110
LAS VEGAS NV 89109
(Address of principal executive offices)
(702) 588-5965
(Issuer's telephone number)
American Water Star, Inc.
(Former Name)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 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 [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ ] Yes [ ] No
The number of shares of Common Stock, $0.001 par value, outstanding on
September 30, 2009, was 52,716,078.
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
1
<PAGE>
- --------------------------------------------------------------------------------
INDEX
-----
<TABLE>
<S> <C> <C>
PART I
FINANCIAL INFORMATION Page No.
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008 1
(audited)
Statement of Operations for the three and nine months ended September 30, 2
2009 and 2008 (unaudited)
Statement of Cash Flows for the three months ended September 30, 2009 and 3
2008 (unaudited)
Footnotes to the financial statements 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATION 14
ITEM 3. CONTROLS AND PROCEDURES 15
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17
ITEM 5. OTHER INFORMATION--OFFICERS AND DIRECTORS, PSGI & SUBS 18
ITEM 6. EXHIBITS 19
</TABLE>
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRIME STAR GROUP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<C> <C> <C>
Sept 30, December 31,
2009 2008
(Unaudited) (Audited)
============= ====================
ASSETS
Current assets:
Cash $ 6,033 $
Inventory 305,750 339,722-
==================== ====================
Total current assets 311,783 339,722-
Machinery and equipment 1,133,846 1,133,846
Intangible assets - -
==================== ====================
Total assets 1,445,629 1,473,568-
==================== ====================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accruals 4,229,571 4,229,565
Accrued compensation - chairman and majority
stockholder 941,016 891,016
Advances from related parties 3,844,855 3,818,822
==================== ====================
Total current liabilities 9,015,442 8,949,402
Stockholders' equity
Preferred stock, $0.0001 par value, 25,000,000
shares - -
authorized, no shares issued.
Series A preferred convertible, 4,100,0000 shares - -
authorized, no shares issued
Common stock, $0.0001 par value, 125,000,000 shares
authorized, 52,716,078and 1,368,529 shares issued
and outstanding 4,481 137
Stock bought or for services not issued 720,000 and
720,000
shares 72 72
Common stock subscribed 10,000 10,000
Additional paid-in capital 40,368,703 39,265,196
Accumulated (deficit) (47,890,191) (46,751,239)
==================== ====================
(7,506,935) (8,949,402)
==================== ====================
$ 1,482,474 $ -
==================== ====================
SEE NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENT OF
OPERATIONS
FOR THE NINE MONTHS ENDED
<TABLE>
<C> <C> <C>
SEPT 30,
2009 2008
Sales $ - $ -
Cost of sales - -
===================== ==================
Gross profit - -
Expenses:
Depreciation and amortization - -
General and administrative
expenses 2,662,775.90 45,000
General and administrative
expenses - 47,925
related party - 60,000
Loss due to impairment of
equipment - -
===================== ==================
Total cost and expenses 2,678,675.90 105,000
===================== ==================
Net operating (loss) (2,678,675.90) (105,000)
===================== ==================
DISCONTINUED OPERATIONS
Loss from Continued Operations
Net loss $ (2,678,675.90) $ (105,000)
===================== ==================
Loss per share from continuing
operations $ - $
===================== ===============
Loss per share from discontinued
operations $ (0.04) $ (0.08)
===================== ===============
Total loss per share $ (0.04) $ (0.08)
===================== ===============
Weighted average number of
common shares outstanding -
basic
</TABLE>
SEE NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS
<PAGE>
PRIME STAR GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<S> <C> <C> <C>
FOR THE 3 MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPT 30, 2009 SEPT 30,
===================================
2009 2008
================ ================
Net loss from operations (352,350) $ (2,678,675.90) $ (105,000)
Adjustments to reconcile net income to
net
cash provided by (used by) operations:
Stock based compensation 326,317 2,566,870.90
Write-down of inventory 33,972
Changes in assets and liabilities:
Accounts payable and accrued expenses 20,000 40,000 45,000-
Accrued expenses - Related parties 6,033 37,833 60,000
========= =============== ===========
0- 0-- 0.--
Net cash provided from operating
activities - -
Cash Flows from financing activities
Net increase (decrease) in cash -
Cash - ending ........... $ - $ - $ -
=========== =============== ============
Supplemental disclosures:
Interest paid ........... $ - $ - $ -
=========== =============== ============
Income taxes paid ....... $ - $ - $ -
=========== =============== ============
</TABLE>
SEE NOTES TO CONSOLIDATED AND CONDENSED FINANCIAL STATEMENTS.
<PAGE>
1. Significant Accounting Policies
- ----------------------------------
Nature of Business
The Company was originally organized on June 1, 1999 as American Career Centers,
Inc. On April 2, 2002 we amended our Articles of Incorporation to change our
name to American Water Star, Inc. On April 11, 2008, the Company filed a
Certificate of Amendment to Articles of Incorporation with the Nevada Secretary
of State. The Amendment changed the Company's name to Prime Star Group, Inc.;
reverse split the shares of the Company on a 1 for 100 basis, reauthorized the
par value to $.0001 per share and increased the number of authorized shares to
125,000,000 common and 25,000,000 preferred shares.
2. Preparation of Financial Statements and Interim Presentation
- ---------------------------------------------------------------
The Company follows the accrual basis of accounting in accordance with
accounting principles generally accepted in the United States of America and has
adopted a calendar year end of December 31.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud. The Company's system of
internal accounting control is designed to assure, among other items, that (1)
recorded transactions are valid; (2) valid transactions are recorded, and (3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented.
During interim periods the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U.S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended
December 31, 2006. The information presented within these interim consolidated
financial statements may not include all disclosures required by generally
accepted accounting principles and the users of financial information provided
for interim periods should refer to the annual financial information and
footnotes when reviewing the interim financial results presented herein.
<PAGE>
In the opinion of management, the accompanying interim consolidated financial
statements, prepared in accordance with the U.S. Securities and Exchange
Commission's instructions for Form 10-QSB, are unaudited and contain all
material adjustments, consisting only of normal recurring adjustments necessary
to present fairly the financial condition, results of operations and cash flows
of the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full calendar year ending December 31, 2009.
3. Going Concern
- ----------------
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, during the periods ended Sept 30, 2009 and 2008, the Company
incurred losses from discontinued operations of $2,678,675.90 and
$105,000, respectively. The financial statements do not include any
adjustments relating to the recoverability and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern
The Company has had no significant operations, assets, or liabilities since
November 7, 2005, and accordingly, is fully dependent upon future sales of
securities or upon its current management and / or advances or loans from
significant or corporate officers to provide sufficient working capital to
preserve the integrity of the corporate entity. Because of these factors, our
auditors have issued an opinion for the Company which includes a statement
describing our going concern status. This means, in our auditor's opinion,
substantial doubt about our ability to continue as a going concern exists at the
date of their opinion.
The Company's continued existence is dependent upon its ability to generate
sufficient cash flows from its planned business operations as well as to provide
sufficient resources to retire existing liabilities and obligations on a timely
basis.
The Company anticipates offering future sales of equity securities. However,
there is no assurance that the Company will be able to obtain funding through
the sales of additional equity securities or, that such funding, if available
will be obtained on terms favorable to or affordable by the Company.
It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.
While the Company is of the opinion that good faith estimates of the Company's
ability to secure additional capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive sufficient funding to
sustain operations or implement any future business plan steps.
4. Related Party Transactions
- -----------------------------
At June 30, 2007 the Company has the following liabilities to its Chairman and
major stockholder:
Accrued $ 136,015
compensation
Advances 306,255
<PAGE>
5. Long-term Convertible Debt
- -----------------------------
None.
6. Commitments and Contingencies
- --------------------------------
Legal proceedings
The Company is involved in various unresolved legal actions, administrative
proceedings and claims in the ordinary course of business. Although it is not
possible to predict with certainty the outcome of these unresolved actions, the
Company believes these unresolved legal actions will not have a material effect
on its financial position or results of operation.
7. New Accounting Standards
- ---------------------------
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Values When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly." This FSP provides
guidance on (1) estimating the fair value of an asset or liability when the
volume and level of activity for the asset or liability have significantly
declined and (2) identifying transactions that are not orderly. The FSP also
amends certain disclosure provisions of SFAS No. 157 to require, among other
things, disclosures in interim periods of the inputs and valuation techniques
used to measure fair value. This pronouncement is effective prospectively
beginning April 1, 2009. The Company is evaluating the impact that the adoption
of this standard will have on the Company's results of operations and financial
condition.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments" (FSP 115-2). This FSP modifies
the requirements for recognizing other-than-temporarily impaired debt securities
and changes the existing impairment model for such securities. The FSP also
requires additional disclosures for both annual and interim periods with respect
to both debt and equity securities. Under the FSP, impairment of debt securities
will be considered other-than-temporary if an entity (1) intends to sell the
security, (2) more likely than not will be required to sell the security before
recovering its cost, or (3) does not expect to recover the security's entire
amortized cost basis (even if the entity does not intend to sell). The FSP
further indicates that, depending on which of the above factor(s) causes the
impairment to be considered other-than-temporary, (1) the entire shortfall of
the security's fair value versus its amortized cost basis or (2) only the credit
loss portion would be recognized in earnings while the remaining shortfall (if
any) would be recorded in other comprehensive income. FSP 115-2 requires
entities to initially apply the provisions of the standard to previously
other-than-temporarily impaired debt securities existing as of the date of
initial adoption by making a cumulative-effect adjustment to the opening balance
of retained earnings in the period of adoption. The cumulative-effect adjustment
potentially reclassifies the noncredit portion of a previously
other-than-temporarily impaired debt security held as of the date of initial
adoption from retained earnings to accumulated other comprehensive income. This
pronouncement is effective April 1, 2009. The Company is evaluating the impact
that the adoption of this standard will have on the Company's results of
operations and financial condition.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, "Interim
Disclosures about Fair Value of Financial Instruments." This FSP essentially
expands the disclosure about fair value of financial instruments that were
previously required only annually to also be required for interim period
reporting. In addition, the FSP requires certain additional disclosures
regarding the methods and significant assumptions used to estimate the fair
value of financial instruments.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") [ASC
855-10-05], which provides guidance to establish general standards of accounting
for and disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rationale for why that date was selected. SFAS 165 is
effective for interim and annual periods ending after June 15, 2009, and
accordingly, the Company adopted this pronouncement during the second quarter of
2009. SFAS 165 requires that public entities evaluate subsequent events through
the date that the financial statements are issued. The Company has looked at
subsequent events through November 5, 2009 and has included all subsequent
events in Note 14 - Subsequent Events.
<PAGE>
In June 2009, the FASB issued SFAS No. 166, "Accounting For Transfers of
Financial Assets -- An Amendment Of FASB Statement No. 140" ("SFAS 166")
[ASC860], which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. SFAS 166 eliminates the concept of a "qualifying special-purpose
entity", changes the requirements for derecognizing financial assets and
requires additional disclosures. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The Company has not completed its assessment
of the impact SFAS 166 will have on its financial condition, results of
operations or cash flows.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R)" ("SFAS 167") [ASC 810-10], which modifies how a company determines
when an entity that is insufficiently capitalized or is not controlled through
voting (or similar rights) should be consolidated. SFAS 167 clarifies that the
determination of whether a company is required to consolidate an entity is based
on, among other things, an entity's purpose and design and a company's ability
to direct the activities of the entity that most significantly impact the
entity's economic performance. SFAS 167 requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity. SFAS
167 also requires additional disclosures about a company's involvement in
variable interest entities and any significant changes in risk exposure due to
that involvement. SFAS 167 is effective for fiscal years beginning after
November 15, 2009. The Company has not completed its assessment of the impact
SFAS 167 will have on its financial condition, results of operations or cash
flows.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification(TM) and the Heirarchy of Generally Accepted Accounting Principals -
A Replacement of FASB Statement No. 162" ("SFAS 168"). This Standard establishes
the FASB Accounting Standards Codification(TM) (the "Codification") as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with US GAAP. The Codification does not change current US GAAP,
but is intended to simplify user access to all authoritative US GAAP by
providing all the authoritative literature related to a particular topic in one
place. The Codification is effective for interim and annual periods ending after
September 15, 2009, and as of the effective date, all existing accounting
standard documents will be superseded. The Codification is effective in the
third quarter of 2009.
8. Restatements
- ---------------
The accompanying consolidated financial statements as of and for the nine months
ended Sept 30, 2009 include the fix restated items from the previous six month
period for the following items: Issuance of 938,400 shares of common stock for
consulting services totaling $46,920 resulting in an increase in general and
administrative expense by such amount and common stock by $94 and additional
paid-in capital by $46,826; issuance of 13,796,200 shares of common stock for
investor relations services totaling $689,810 resulting in an increase in
general and administrative expense by such amount and common stock by $1,380 and
additional paid-in capital by $688,430; and write-down of inventory by $33,972
resulting in an increase in general and administrative expense by such amount
and decrease in inventory in the same amount. Overall effect on net loss totaled
$770,702 to a restated net loss of $796,602 or $0.05 per share from a previously
reported net loss of $25,900 or $0.015 per share for the period ending March 31,
2009.
<PAGE>
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" or "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 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:
o Our current deficiency in working capital;
o Our ability to comply with SEC reporting requirements;
o Loss of our real and personal property as a result of foreclosure or
sale of our assets by receiver;
o Adverse state or federal legislation or regulation that increases the
costs of compliance, or adverse findings by a regulator with respect to
existing operations;
o Loss of customers or sales weakness;
o Our ability to collect accounts receivable;
o Inability to achieve future sales levels or other operating results;
and
o The unavailability of funds for capital expenditures.
For a detailed description of these and other factors that could cause
actual results to differ materially from those expressed in any forward-looking
statement, please see "Factors That May Affect Our Results of Operation" in this
document and "Risk Factors" in our Annual Report on Form 10-KSB for the year
ended December 31, 2007.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW AND OUTLOOK
Prime Star Group, Inc. (formerly American Water Star, Inc.) was started as a
company which developed, marketed, sold, and distributed bottled water with four
branded beverages: Hawaiian Tropic, Geyser Fruit, Geyser Sport, and Geyser
Fruta. The products were orientated to the health conscious consumer looking for
an alternative to products containing high sugar and caffeine levels. Our
customers included single and multi-store retail operations, governmental
agencies, and distributors who in turn sell to retail stores, convenience
stores, schools and other outlets. In addition, we branched into the private
label and co-packing industries in the fourth quarter of 2004.
We initially sold our products exclusively through distributors who then
supplied our products to retailers. Although we continued to use distributors,
we also expanded our sales effort through sales directly to retailers.
We had hoped the private label and co-packaging of beverages for other
corporations would allows us to avoid costly marketing expenses that would
otherwise be associated with brand development, launch, and continuing
promotions. We anticipated the distribution of our sales over the next couple of
years to be approximately 50% to 60% on private labeling.
We have signed distribution agreements with Vintners' Private Reserve, Hemp C
Iced Tea and P/R Private Reserve to exclusively distribute their Trademarked
Products. Our Wild Grill Foods, Inc. wholly owned subsidiary has begun
production and shipment of product orders, as of October 1, 2009.
CURRENT OPERATIONS
We had no revenues for either the three months ended Sept 30, 2009 and 2008 or
the nine months ended Sept 30, 2009 and 2008.
For the three months and nine months ended Sept 30, 2009, we incurred general
and administrative expenses of $352,350 and 2,677,146.20 respectively and
related party expenses of $6,033 and 37,833 respectively for a total of $358,383
and $2,678,675.90 respectively. This compares with general and administrative
expenses of $125,000 and related party expenses of $60,000 for the corresponding
period of the prior year. As a result of the foregoing, the company had a loss
for the three months ended Sept. 30, 2009 of 358,383 and nine months of
2,678,675.90 compared to a no loss for the three months ended Sept., 2008 and
$105,000 for the nine months ended Sept. 30, 2008.
The Company has expended much of its time and efforts on research, development
and procuring production facilities to begin production of its existing brand
lines as well as introducing several new and vibrant products for our drink and
specialty food divisions.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes total current assets, liabilities and working
capital at Sept. 30, 2009
compared to December 31, 2008.
<TABLE>
<C> <C> <C> <C>
Sept. 30, 2009 December 31, INCREASE / (DECREASE)
2008
==========================================================================
$ %
==========================================================================
Current Assets $311,783 $339,722 ($27,939) 9.11%
==========================================================================
Current Liabilities $9,015,442 $8,949,402 66,040 .07%
==========================================================================
Working Capital Deficit $8,703,659 $8,609,680 $93,979 1.09%
==========================================================================
</TABLE>
As of Sept 30, 2009, we had a working deficit of $8,703,659 compared to working
deficit of $8,609,960 as of December 31, 2008. As of Sept 30, 2009, we had
$6,033 cash on hand, 311,783 of assets and a working capital deficiency of
$8,703,659.
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.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, during the periods ended Sept. 30, 2009 and 2008, the Company
incurred losses from discontinued operations of $2,678,675.90 and $105,000,
respectively. The financial statements do not include any adjustments relating
to the recoverability and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
It is the intent of management and significant stockholders to provide
sufficient working capital necessary to support and preserve the integrity of
the corporate entity. However, no form commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans exist. However,
there is no legal obligation for either management or significant stockholders
to provide additional future funding.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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 date of this filing, Roger
Mohlman, our Chief Executive Officer and Principal Financial Officer, of
evaluated the effectiveness of our disclosure controls and procedures pursuant
to Exchange Act Rules 13a-15. Based upon his evaluation, Mr. Mohlman concluded
that as of September 30, 2006, our disclosure controls and procedures were not
effective in timely alerting him to material information required to be included
in our periodic Securities and Exchange Commission filings at the reasonable
assurance level due to the material weaknesses described below.
<PAGE>
In light of the material weaknesses described below, we performed additional
analysis and other post-closing procedures to ensure our consolidated financial
statements were prepared in accordance with generally accepted accounting
principles. Accordingly, we believe that the consolidated financial statements
included in this report fairly present, in all material respects, our financial
condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or
combination of control deficiencies, which result in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected. Management has identified the
following two material weaknesses, which have caused management to conclude
that, as of September 30, 2006, our disclosure controls and procedures were not
effective at the reasonable assurance level:
1. We were unable to meet our requirements to timely file our Form 10-QSB for
the period ended September 30, 2005; our Form 10-KSB for the year ended
December 31, 2005; our quarterly reports on Form 10-QSB for the periods
ended March 31, 2006, June 30, 2006 and September 30, 2006; our Form
10-KSB for the year ended December 31, 2006; and our Form 10-QSB for the
periods ended March 31, 2007 and June 30, 2007 and and the Form 10-Q June
30, 2009 was filed one day late. Management evaluated the impact of our
inability to timely file periodic reports with the Securities and Exchange
Commission on our assessment of our disclosure controls and procedures and
has concluded that the control deficiency that resulted in the inability
to timely make these filings represented a material weakness.
2. We did not maintain a sufficient complement of finance and accounting
personnel with adequate depth and skill in the application of generally
accepted accounting principles as demonstrated by significant adjustments
to our financial statements identified by our independent registered
accounting firm in the preparation of this quarterly report. In addition,
we did not maintain a sufficient complement of finance and accounting
personnel to handle the matters necessary to timely file our Form 10-KSB
for the year ended December 31, 2005 and our Forms 10-QSB for the three
months ended March 31, 2006, the six months ended June 30, 2006 and the
nine months ended September 30, 2006, or the Form 10-KSB for year ended
December 31, 2006, or the Form 10-QSB for the three months ended March 31,
2007 or the six month ended June 30, 2007 or the form 10-KSB for year
ended December 31, 2007, quarter ended March 31, 2008 and quarter ended
June 30, 2008. Management evaluated the impact of our lack of sufficient
finance and accounting personnel on our assessment of our disclosure
controls and procedures and has concluded that the control deficiency that
resulted in our lack of sufficient personnel represented a material
weakness.
REMEDIATION OF MATERIAL WEAKNESSES
To remediate the material weaknesses in our disclosure controls and procedures
identified above, we are being assisted by outside accounting personnel. We do
not believe that this outsourcing will be effective once we commence significant
operations. As a result, our internal controls may continue to be inadequate or
ineffective, which could cause our financial reporting to be unreliable and lead
to misinformation being disseminated to the public. Investors relying upon this
misinformation may make an uninformed investment decision. However, we believe,
once funding is available and have established criteria by which we will retain
the expertise required to provide adequate and effective financial reporting.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except as noted above, there were no changes in our internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act, during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various unresolved legal actions, administrative
proceedings and claims in the ordinary course of business. Although it is not
possible to predict with certainty the outcome of these unresolved actions, the
Company believes these unresolved legal actions will not have a material effect
on its financial position or results of operation.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
During the 3 month period ending Sept. 30, 2009, the Company issued 7,365,000
shares of common stock for consulting and investor relations services totaling
$368,250.
ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES
None for this two year period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None for this quarter.
ITEM 5. SUBSEQUENT EVENTS
REVENUES: The Company has revenues that began generating, through two of its
wholly owned subsidiaries, the
first week of October, 2009.
ITEM 6. EXHIBITS
<TABLE>
<C> <C> <C> <C> <C> <C>
INCORPORATED BY REFERENCE
=================================================
EXHIBIT EXHIBIT DESCRIPTION FILED HEREWITH FORM PERIOD EXHIBIT FILING DATE
ENDING
================================================================================================================
3(i)(a) Articles of Incorporation 10-KSB 12/31/99 3.1 04/13/00
3(i)(b) Certificate of Amendment to the 10-KSB 12/31/99 3.2 04/13/00
Articles of Incorporation
3(i)(d) Certificate of Amendment to the 10-QSB 03/31/02 3.4 05/20/02
Articles of Incorporation
3(ii)(a) Bylaws of the Company 10-KSB 12/31/99 3.3 04/13/00
4.1 Certificate of Change in Number of S-8 4.3 04/05/02
Authorized Shares
4.2 Certificate of Designation Series A S-8 4.4 04/05/02
Convertible Preferred Stock
4.3 Amended Stock Plan 10-QSB 09/30/04 4.1 11/19/04
4.4 Securities Purchase Agreement with 8-K 4.1 11/04/04
Laurus Master Fund, Ltd.
4.5 Registration Rights Agreement with 8-K 4.2 11/04/04
Laurus Master Fund, Ltd.
4.6 Master Security Agreement with Laurus 8-K 4.3 11/04/04
Master Fund, Ltd.
4.7 Subsidiary Agreement between All-Star 8-K 4.4 11/04/04
Beverages and Laurus Master Fund,
Ltd.
10.1 Employment Agreement with Roger 10-KSB 12/31/02 10.4 04/16/03
Mohlman
10.2 Trademark and Design License 10-KSB 12/31/02 10.6 04/16/03
Agreement for use of Hawaiian Tropic
name
10.3 Employment Agreement with Daniel 8-K 10 05/19/05
Beckett
10.4 Forbearance Agreement with Laurus 8-K 10.1 08/10/05
Master Fund, Ltd.
10.5 Secured Convertible Note with Laurus 8-K 10.2 08/10/05
Master Fund, Ltd.
10.6 Master Security Agreement with Laurus 8-K 10.3 08/10/05
Master Fund, Ltd.
<PAGE>
10.7 Subsidiary Guarantee with Laurus 8-K 10.4 08/10/05
Master Fund, Ltd
10.8 Deed of Trust, Assignments of Rents, 8-K 10.5 08/10/05
Security Agreement and Fixture Filing
for the benefit of Laurus Master Fund
20.1 Notice of Trustee's Sale 8-K 10.1 12/29/05
20.2 Copy of the Statement of Breach or 8-K 10.2 12/29/05
Non-Performance and Notice of
Election to Sell
31 Certification of Roger Mohlman Chief X
Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act
32 Certification of Roger Mohlman, Chief X
Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act
</TABLE>
20
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements 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.
PRIME STAR GROUP, INC.
(REGISTRANT)
Date: November 12, 2009 By: /s/ Roger Mohlman
================================================================================
Roger Mohlman
Chief Executive Officer
Principal Financial Officer and
Principal Accounting Officer
<PAGE>
EXHIBIT 31
CERTIFICATION
I, Roger Mohlman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PRIME STAR GROUP,
INC.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal controls over financial reports as defined in Exchange Act Rules
13a-15(f) and 15(d)-15(f) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
my supervision, to ensure that material information relating
to the small business issuer, including its consolidated
subsidiaries, is made known to me by others within those
entities, particularly during the period in which this report
is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the
small business issuer's fourth fiscal quarter in the case of
an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material
in the design or operation of internal
control over financial reporting which are
reasonably likely to adversely affect the small
business issuer's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Date: November 12, 2009
/s/ Roger Mohlman
____________________________
Roger Mohlman
Chief Executive Officer and Principal Accounting Officer
<PAGE>
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Prime Star Group, Inc .. (the
"Company") on Form 10-Q for the period ended June 30, 2009, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Roger
Mohlman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Roger Mohlman
Roger Mohlman, Chief Executive Officer and
Principal Accounting Officer
November 12, 2009
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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So, What appears to be 3 identical packages of sausage patties, (post 1325), with 3 different name labels slapped on each copy is the best you can do to show a company exists?
How do you explain why a manufacturing address, website where you can order products, or any other proof of existance, (outside of a PR), for Wild Grill Foods cannot be found? Same thing for the Isla Nena Distributors that is supposed to distribute Wild Grill Foods. They can't be found either except on a Prime Star PR?
Would a logical person looking at the imformation, or lack of, conclude that these are real companys or fraudulent paper companies designed to help the company to sell stock. Check it out for yourself before the company pom-pom squad hypes you into a buy you'll regret.
Did it involve grabbing your ankles? Actually, I don't reallt care about any of your investments in this company.
Nice picture however if you examine the contents of each package they are identical the only difference being a different label slapped on all three. A logical assumption would be that these are not packages of "for sale" products. On a different note I tried the company web site again and there is still an under construction web page. An email is meaningless since it could really be to anyone, anywhere.
To sum it up there still is no address of where this company is and where products are being made nor where it's being sold. If all they have are those "concept" photos then they are merely a company existing on paper and that's my point.
Ah! It only seems like yesterday: "Full disclosure: I represent PSGI and will address all company related questions to the best of my ability and within the rules of IR. I will not address personal attacks on any of the principals of the company nor will I engage anyone who has that agenda. It is obvious that some of the posters feel it necessary to distract the intent of the board which is to foster a open discussion based on the company itself.
Good Riddance Mr BS!
Warning! this company has a history of PR's that appear to contain no truth. The CEO seems to have a history of court cases that make him look like a flim-flam man.
Where are these companies located?
Who are they selling to?
Who, in their right mind, is going to lend a company with no money, no products, and owes over 9 million a million dollars.
Who is going to believe a company Investor Relations employee that moderates an opinion message board, posts with more than one handle, and threatens court cases to posters whose posts he doesn't like and can't stop.
Textbook Pump and Dump IMO.
Fluff PR. Note how the bid and ask immediatly went up no doubt looking for more fish to hook. Also note that no information on product production (where is it) or sales (who to) just another purchased name.
Keep an eye open for dumping later in the day.
Google American Water Star if you want to see how this all plays out. The PR's look about the same, the stock tanked and kept on tanking all the way to the auction of any scrap of asset, closed doors, RS, name change and then "PRESTO" Prime Star and a new batch of suckers.
Sniff, sniff, sniff. I smell .04's....soon. Get out of this rubbish while you still can...
If you are paid in stock, Mr Prime Star IR man/IHUB Moderator/stockseekerok, I'd be plenty angry myself......because it don't look like anyone's buying this POS's scam PR's anymore.
Beware of this stock.
Fraud. Does anyone know how many times and how many counts total Prime Star CEO Roger Mohlman has been charged with FRAUD or SWINDLING? Below are the "SCRAPES" with the law I know about. Am I missing any? (outside of the lawsuit in Indiana)
HUNTINGTON BEACH Alleged Counterfeit Shirts Are Seized
249 words
7 August 1992
Los Angeles Times
Orange County
2
English
(Copyright, The Times Mirror Company; Los Angeles Times 1992 All Rights Reserved)
State authorities have seized an estimated $200,000 worth of counterfeit B.U.M. T-shirts from a clothing designer here, the attorney general’s office said Thursday.
The 10,000 T-shirts with the B.U.M. trademark were seized Wednesday at University Jeanswear on Oceanus Drive, said Dave Genens, special agent in charge of the attorney general’s Bureau of Investigation.
The shop owner, Roger Mohlman, said Thursday that he was surprised by the seizure, adding that state investigators misunderstood why he had the T-shirts in his shop.
Mohlman said he had a contract with Shorebreak, a San Diego distributor of B.U.M., to make 48,000 of the trendy, loose-fitting shirts. During production, Mohlman said, Shorebreak canceled the order, leaving him with thousands of shirts that had no buyer.
“I just couldn’t afford to sue Shorebreak for breach of contract,” Mohlman said.
Mohlman said that when he talked to B.U.M representatives about the contract, they could not offer any help.
Mohlman, who said he does not have any quarrel with B.U.M., added, “You talk about David and Goliath, I’m David without the slingshot.”
Officials with Shorebreak could not be reached for comment late Thursday.
The attorney general’s office said Mohlman legally manufactures sportswear for the National Football League and National Hockey League, but has no legal agreement with B.U.M.
Stocklemon will do more searching into the business of American Water Star, but what else does a cautious investor really have to know.
"The Granite Man" Arrested for Fraud
10News Troubleshooter Confronts Suspect In Court
POSTED: 10:09 am PST December 19, 2001
UPDATED: 11:33 am PST December 19, 2001
SAN DIEGO -- The owner of a granite company who took consumers' money but never delivered was arrested and charged with 48 counts of fraud, according to the 10News Troubleshooter.
Video
The Troubleshooter Investigates "The Granite Man"
The San Diego County district attorney's office charged Roger Mohlman with grand theft, contracting without a license, using someone else's contracting license and diversion of funds involving 17 homeowners.
Bobbi and Doug Buettgenbach are still paying on a loan for granite kitchen countertops they never received, the Troubleshooter reported.
Cathy Eldin told the Troubleshooter she is out $2,192. Sandra Gravitt lost $2,593. And Sherry Petersen paid out $2,164. All of them contracted with Mohlman, who used the names "Excaliber 2000" and "Granite Outlet."
The Troubleshooter was there when Mohlman was taken into custody this week.
The Troubleshooter asked Mohlman, "we have had a lot of consumers contact us -- they said they had given you and your salesman money but never got their granite."
"That's not necessarily all together true," Mohlman responded.
And when the Troubleshooter asked Mohlman where the money went, he responded "talk to my lawyer."
The Troubleshooter reminded Mohlman that "a lot of people are paying on loans for granite they never got."
"Yeah me too, I'm so sorry," Mohlman said.
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'The Granite Man' Sentenced
Mohlman Returns $72,000, Apologizes
POSTED: 5:23 pm PDT October 17, 2002
UPDATED: 6:05 pm PDT October 17, 2002
SAN DIEGO -- Victims of a shabby businessman have been waiting for justice, since the criminal case was filed a year ago. But after months of delays, Roger Mohlman was finally sentenced Thursday.
Video
Sentencing Day Finally Comes
But not everyone was satisfied at the outcome, the 10News Troubleshooter reported.
Roger "The Granite Man" Mohlman admitted to owing 23 people more than $72,000 from his granite installation company that used several names.
Homeowners like Bobbi and Doug Buettgenbach paid twice for granite countertops -- once to Mohlman who disappeared with their $1,400, and then a second time to real contractor to finish the job.
Mohlman was originally charged with 48 counts of fraud, but was allowed to plead guilty to felony contracting without a license, if he made full restitution to his victims.
At sentencing, Mohlman produced checks for the entire $72,000 and apologized.
"I wish it would have never occurred," Mohlman told the court. "I'm very sorry."
As part of the plea agreement, Judge Frederick Maguire reduced Mohlman's charge to a misdemeanor and sentenced him to probation and community service.
Most of the homeowners who lost money to Mohlman said they are satisfied with the reduced sentence.
"A year ago, I had pretty much kissed that money off, and that it was an expensive lesson that I learned -- never again. So, this is going to be a great Christmas this year," said Sandra Gravitt, who is owed $2,595.
But several victims said they wish Roger Mohlman would have gone to jail.
"I'm out $2,200. I would have given that money up if he would have done jail time. To me, it was more important to see him pay a price for what he's done than it was to get that money back," victim Kathy Edlin said.
Prosecutor Charles Bell said the 23 victims should get their money in the next month.
Mohlman is scheduled to be back in court next month.