U. S. Securities and Exchange Commission
                            Washington, D. C.  20549


                                   FORM 10-QSB


[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended September 30, 2004

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                to
                                        --------------    ------------------

                          Commission File No. 000-33005


                     PREMIER DEVELOPMENT & INVESTMENT, INC.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                          NEVADA                     52-2312117
             -------------------------------     -------------------
             (State or other jurisdiction of        (IRS Employer
              Incorporation or Organization)      Identification No.)


             2708 Fairmount Street, Suite 100, Dallas, Texas  75201
         ---------------------------------------------------------------
                    (Address of Principal Executive offices)

                                 (813) 932-6822
                               (209) 254-8191 fax
                               ------------------
                           (Issuer's telephone number)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period 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
                               -------                   -------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


           Class                                 Outstanding at November 8, 2004
           -----                                 -------------------------------

Common Stock, Class A, $0.00002 par value
69,583,490



<PAGE>

Transitional Small Business Disclosure Form (check one):

                          Yes                       No     X
                              --------                 --------


                     PREMIER DEVELOPMENT & INVESTMENT, INC.


                                TABLE OF CONTENTS
                                   FORM 10-QSB


                                     PART I
                              FINANCIAL INFORMATION


Item 1.           Financial Statements........................................3

                  Balance Sheet
                    for the period ended September 30, 2004 (unaudited)
                    and the period ended December 31, 2003 (audited)..........3

                  Statement of Operations (unaudited)
                    for the three months ended September 30, 2004
                    and the three months ended September 30, 2003
                    and the nine months ended September 30, 2004
                    and the nine months ended September 30, 2003..............4

                  Statement of Cash Flow (unaudited)
                    for the three months ended September 30, 2004
                    and the three months ended September 30, 2003
                    and the nine months ended September 30, 2004
                    and the nine months ended September 30, 2003..............5

                  Notes to Financial Statements (unaudited) ..................7

Item 2.           Management's Discussion and Analysis or
                    Plan of Operation........................................10

Item 3.           Controls and Procedures....................................14

                                     PART II
                                OTHER INFORMATION

Item 1.           Legal Proceedings..........................................14

Item 2.           Changes in Securities and Use of Proceeds..................15

Item 3.           Defaults Upon Senior Securities............................15

Item 4.           Submission of Matters to a Vote of Security Holders........15

Item 5.           Other Information..........................................15

Item 6.           Exhibits and Reports on Form 8-K...........................15

                  Signatures.................................................15

                                        2
                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                     PREMIER DEVELOPMENT & INVESTMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                                       March 31,    December 31,
                                                          2004          2003
                                                      (unaudited)     (audited)
                                                      -----------   ------------
                                     ASSETS
Current assets:
     Cash and cash equivalents                          $117,183      $    33
     Marketable securities                                 5,000        5,000
     Accounts receivable                                   7,493            -
     Inventory                                             9,715            -
     Receivable                                            2,500        2,500
                                                       ----------     -------
    Total current assets                                $141,891       $7,533
                                                       ----------     -------

Equipment and leasehold improvements                     551,368            -
     Less accumulated depreciation                       (30,631)           -
                                                       ----------     -------
                                                         520,737            -
Other assets:
     Investment in investee                               51,263       54,863
     Goodwill                                            952,901            -
     Other                                                 1,000            -
                                                      ----------      -------
    Total assets                                      $1,667,792      $62,396
                                                      ==========      =======

                                   LIABILITIES

Current liabilities:
     Loans from Stockholders                             $15,000      $22,279
     Accounts payable and accrued expenses                 4,095            -
     Promissory Note                                     112,500            -
                                                       ----------     -------
    Total current liabilities                            $     -      $22,279
                                                       ----------     -------

     Promissory Note                                     112,500            -
                                                       ----------     -------
    Total liabilities                                   $244,095      $22,279
                                                       ==========     =======
Stockholders' equity:
    Class A voting common stock, $0.00002 par value
       1,250,000,000 shares authorized;
       69,583,490 and 82,630,000 shares
        issued and outstanding, respectively              $1,411      $1,653
     Class B voting common stock, $0.001 par value
         10,000,000 shares authorized;
         -0- and -0- shares
         issued and outstanding, respectively                  -           -
    Preferred stock, $0.001 par value
       20,000,000 shares authorized;
       -0- and 735,000 shares
         issued and outstanding, respectively                  -         735
     Additional paid in capital                        1,609,273     163,102
     Deficit accumulated during the development stage   (186,987)    (97,368)
                                                      ----------     --------
                                                       1,423,697      68,122
     Less:  Class A common stock subscribed                    -     (28,005)
                                                      ----------     --------
    Total stockholders' equity                         1,423,697      40,117

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $1,667,792     $62,396
                                                      ==========     ========

                                        3
<PAGE>



                      PREMIER DEVELOPMENT & INVESTMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                       CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                                       Cumulative
                                                    3-months         3-months         9-months        9-months           During
                                                      Ended            Ended            Ended           Ended          Development
                                                     9/30/04          9/30/03          9/30/04         9/30/03            Stage
                                                  -------------    -------------    -------------    -------------    ------------

<S>                                               <C>             <C>             <C>               <C>              <C>
Revenue                                                $184,097          $    -         $197,097         $10,000        $227,779

Cost of goods sold                                       80,403               -           80,403               -          80,403
                                                        --------        --------         --------        --------        --------
Gross profit                                            103,694               -          116,694          10,000         147,376

General and administrative expense                      150,425          26,859          202,713          37,229         306,186
                                                        --------        --------         --------        --------        --------
Gain (Loss) on operations                               (46,731)        (26,859)         (86,019)        (27,229)       (158,810)
                                                        ========        ========         ========        ========        ========

Other income (expense)                                   (1,000)              -           (3,600)         (1,000)        (28,177)

Net income (loss)                                       (47,731)        (26,859)         (89,619)        (28,229)       (186,987)
                                                        ========        ========         ========        ========        ========

(Loss) per common share

    Basic                                                  NIL            NIL               NIL            NIL
                                                        =========      =========        =========       =========

    Fully diluted                                          NIL            NIL               NIL            NIL
                                                        =========      =========        =========       =========
Weighted average number of shares
    Basic                                              75,920,250     82,728,462       82,630,000     128,265,772

    Fully diluted                                      87,920,250    244,728,462       94,630,000     285,265,772

</TABLE>

Note: All share figures and amounts have been adjusted to reflect a 50-for-1
forward stock split effected on April 11, 2003.



                                        4
<PAGE>

                      PREMIER DEVELOPMENT & INVESTMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                                       Cumulative
                                                    3-months         3-months         9-months        9-months           During
                                                      Ended            Ended            Ended           Ended          Development
                                                     9/30/04          9/30/03          9/30/04         9/30/03            Stage
                                                  -------------    -------------    -------------    -------------    ------------
<S>                                                  <C>              <C>              <C>              <C>             <C>

Cash flows from operating activities:
   Net (loss) earnings                                ($47,732)        ($26,859)        ($89,619)         ($28,229)     ($186,987)
   Adjustments to reconcile net (loss) to
    cash provided by (used) in operating
    activities:

      Common stock issued in connection with
        exercise of stock options for
        payment of expenses                                  -                -                -                 -         11,169
      Equity in (earnings) loss in investee             (1,000)               -           (3,600)            2,000          7,737
      Unrealized loss(gain)in marketable security            -                -                -            (1,000)         4,000
      Gain from sale of marketable security                  -                -                -            (2,000)        19,440
      Depreciation                                       30,631               -           30,631                 -         30,631
      Common stock issued to directors                       -                -                -                 -          1,500
      Common stock issued to consultants                     -                -                -                 -          1,250
      Common stock received for services                     -                -                -                 -         (5,000)
      Donated services of affiliates                         -                -            8,000                 -          8,000
      Donated services of officers                        1,200           1,200            3,600             3,600         20,400
      Increase) in other                                    (66)              -                -                 -         (1,200)
      Increase in payables                                   -                -                -                 -         22,279
      Increase in receivables                                -                -                -                 -         (2,500)
      Decrease in prepaid expenses                           -                -                -               (30)           509
                                                       --------         --------         --------          --------       -------
   Total adjustments                                   (16,967)         (25,659)         (50,988)          (25,659)       (68,772)
                                                       --------         --------         --------          --------       -------

Cash flows from investing activities:
      Acquisition of subsidiary                       (251,320)               -         (325,000)                -       (325,000)
                                                       --------         --------         -------           --------       -------
   Total adjustments                                  (251,320)               -         (325,000)                -       (325,000)
                                                       --------         --------         --------          --------       -------


Cash flows from financing activities:
      Loan from shareholder                             15,000            18,374          (7,145)           18,374         15,000
      Stock subscriptions received                           -                 -          55,283                 -         50,955
      Sales of common stock                            100,000                 -         450,000                 -        450,000
      Retirement of debt                                     -                 -          (5,000)                -         (5,000)
                                                      --------          --------        --------          --------        -------
   Total adjustments                                   115,000            18,374         493,138            18,374        510,955
                                                      --------          --------        --------          --------        -------


Net increase (decrease) in cash                      $(153,287)          $(7,285)       $117,150          $(7,285)       $117,183

Cash at beginning of the period                        270,470             7,310              33            7,310               -
                                                      --------           --------       --------          --------        -------
Cash at end of the period                             $117,183           $    25        $117,183          $    25        $117,183
                                                      ========           ========       ========          ========        =======
</TABLE>



                                        5
<PAGE>

                     PREMIER DEVELOPMENT & INVESTMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                MARCH 29, 2001 (INCEPTION) TO SEPTEMBER 30,2004
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           DEFICIT
                                                                                         ACCUMULATED
                                        COMMON STOCK        PREFERRED STOCK               DURING THE
                                          CLASS A               CLASS A        PAID-IN   DEVELOPMENT
                                     SHARES     AMOUNT     SHARES     AMOUNT   CAPITAL      STAGE        TOTAL
                                   ----------  --------  ----------  --------  -------  ------------  ----------
<S>                                <C>         <C>       <C>         <C>       <C>      <C>           <C>
BALANCE, MARCH 29, 2001
 (INCEPTION)                        $      -   $     -   $       -   $     -   $     -   $        -    $      -

 Issuance of common stock
   to directors for services       1,500,000     1,500                                                    1,500

  Issuance of common stock
   to consultants for services     1,250,000     1,250                                                    1,250

  Issuance of common stock
    in connection with acquisition
    of marketable securities         350,000       350                          23,090                   23,440

  Issuance of common stock
    in connection with the
    joint venture                  1,000,000     1,000                          59,000                   60,000

  Issuance of common stock
    in connection with exercise
    of stock options               1,250,000     1,250                          61,250                   62,500

  Donated services by officers             -         -                           7,200                    7,200

  Net loss during period                   -         -           -         -         -      (17,103)    (17,103)
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT DECEMBER 31, 2001
(AUDITED)                          5,350,000   $ 5,350           -    $    -  $150,540     $(17,103)  $ 138,787
                                   ==========  ========  ==========  ========  =======  ============  ==========

  Donated services by officers             -         -                           4,800                    4,800

  Net loss during period                   -         -           -         -         -      (37,639)    (37,639)
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT DECEMBER 31, 2002
(AUDITED)                          5,350,000   $ 5,350           -    $    -  $155,340     $(54,742)  $ 105,948
                                   ==========  ========  ==========  ========  =======  ============  ==========

  Donated services by officers             -         -           -         -     4,800            -       4,800

  Exchange of common stock for
  preferred stock                 (3,675,000)   (3,675)    735,000       735     2,940            -           -

  Common split                    82,075,000         -           -         -         -            -           -

  Common stock cancelled          (1,120,000)      (22)          -         -        22            -           -

  Net loss during year                     -         -           -         -         -      (42,626)    (42,626)
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT DECEMBER 31, 2003
(AUDITED)                         82,630,000   $ 1,653     735,000    $  735  $163,102     ($97,368)   $ 68,122
                                   ==========  ========  ==========  ========  =======  ============  ==========

  Donated services by officers             -         -           -         -     1,200            -       1,200

  Donated services by affiliates           -         -           -         -     4,000            -       4,000

  Forgiven debt                            -         -           -         -    17,278            -      17,278

  Stock cancelled                 (6,709,750)     (135)   (735,000)     (735)      870            -           -

  Net loss during period                   -         -           -         -         -       (7,930)     (7,930)
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT MARCH 31, 2004
(UNAUDITED)                       75,920,250   $ 1,518           -    $    -  $186,450    ($105,298)   $ 82,670
                                   ==========  ========  ==========  ========  =======  ============  ==========

  Donated services by officers             -         -           -         -     1,200            -       1,200

  Donated services by affiliates           -         -           -         -     4,000            -       4,000

  Stock cancelled                 (6,741,000)     (135)          -         -       135            -           -

  Stock issued                       550,000        11           -         -   349,989            -     350,000

  Net loss during period                   -         -           -         -         -      (33,957)    (33,957)
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT JUNE 30, 2004
(UNAUDITED)                       69,729,250   $ 1,394           -    $    -  $541,774    ($139,255)   $403,913
                                   ==========  ========  ==========  ========  =======  ============  ==========


  Donated services by officers             -         -           -         -     1,200            -       1,200

  Stock issued for cash              137,500         3           -         -    99,997            -     100,000

  Stock issued for acquisitions      894,736        14           -         -   966,302            -     966,316

  Net loss during period                   -         -           -         -         -      (47,732)    (47,732)

                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT SEPTEMBER 30, 2004
(UNAUDITED)                       70,761,486   $ 1,411           -    $    - $1,609,273   ($186,987) $1,423,967
                                   ==========  ========  ==========  ========  =======  ============  ==========

</TABLE>

                                        6
<PAGE>



                     PREMIER DEVELOPMENT & INVESTMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature of Operations
--------------------

Premier Development & Investment, Inc., ("Premier") a Nevada corporation
organized on March 29, 2001, is a development stage company, and as such has
devoted most of its efforts since inception to developing its business plan,
issuing common stock, raising capital, establishing its accounting systems and
other administrative functions.

Premier's strategy is to be a developer and operator of theme based restaurants
and bars.

Interim  Unaudited  Financial  Statements
--------------------------------------

The interim financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods.  The results of operations for the
three-months and nine-months ended September 30, 2004 are not necessarily
indicative of the
results for the entire fiscal year.  The financial statements included herein
are presented in accordance with the requirements of Form 10-QSB and
consequently do not include all of the disclosures normally made in the
registrant's annual Form 10-KSB filing.  These financial statements should be
read in conjunction the with audited financial statements and notes thereto
contained in the Company's Annual Report for the fiscal year ended on December
31, 2003 filed on Form 10-KSB on March 31, 2004.

Going Concern
-------------

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has incurred losses from its inception on March 29, 2001
through September 30, 2004.  The Company does not have an established source of
revenue sufficient to cover its operating costs and, accordingly, there is
substantial doubt about its ability to continue as a going concern.

In order to develop an established source of revenues, and achieve a profitable
level of operations, the Company will need, among other things, additional
capital resources.  Management has formulated a plan to raise additional funding
though providing consulting services, acquiring existing and profitable
restaurant concepts, forming new joint venture projects, anticipated revenues
generated from the Company's ownership and management fees associated with its
Coconut Grove Group, Ltd. joint venture project, and continued contributions
from the executive officers and members of the Board of Directors and Advisory
Board.  All together these events should allow the Company to meet its
forecasted working capital and capital expenditures for the next 12 months of
operations.  However, Management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.


                                        7
<PAGE>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations.  The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

Marketable Securities
---------------------

Premier's security investments that were acquired in conjunction with the
issuance of its common stock are held principally for the purpose of selling
them in the near-term and are classified as trading securities.  Trading
securities are recorded at fair value on the balance sheet in current assets,
with the change in fair value during the period included in operations.

Investment in Investee
----------------------

Premier issued 50,000,000 (adjusted for a 50-for-1 forward stock split effected
April 11, 2003) shares of its Class A voting common stock for a 20% interest in
Coconut Grove Group, Ltd.  This investment is accounted for using the equity
method which is cost, as adjusted for Premier's proportionate share of
undistributed earnings or losses as Premier can exercise significant influence
over the financial and operating activities of Coconut Grove Group, Ltd.

Concentration of Credit Risk
----------------------------

Financial instruments, which subject the Company to credit risk, consist
primarily of cash and cash equivalents arising from its normal business
activities.  The Company places its cash in what it believes to be credit-worthy
financial institutions, however, cash balances have exceeded the FDIC insured
levels at various times during the year.

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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Income Taxes
------------

Premier records its federal and state tax liability in accordance with Financial
Accounting Standards Board Statement No. 109 "Accounting for Income Taxes".  The
deferred taxes payable are recorded for temporary differences between the
recognition of income and expenses for tax and financial reporting purposes,
using current tax rates.

Deferred assets and liabilities represent the future tax consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled.


                                        8
<PAGE>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Since its inception, Premier has an accumulated loss of $186,987 for income tax
purposes, which can be used to offset future taxable income through 2023.  The
potential tax benefit of this loss is estimated as follows:

          Future tax benefit                         $     61,706
          Valuation allowance                             (61,706)
          Net tax benefit                            $          0

As of September 30, 2004, no deferred tax assets or liabilities are recorded in
the accompanying financial statements.


Earnings per Share
------------------

On March 3, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share", which provides for
the calculation of Basic and Diluted earnings per share.  Basic earnings per
share includes no dilution and is computed by dividing income or loss available
to common stockholders by the weighted average number of common shares
outstanding for the period.  Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of the entity.

Premier adopted this pronouncement during the period and as such reported the
basic earnings per share, based on the weighted average number of shares
outstanding, and the fully diluted earnings per share as though all shares of
Class A common stock issuable by Premier were outstanding, which includes
12,000,000 options to purchase common stock.

Advertising Costs
-----------------

Premier expenses the production costs of advertising the first time the
advertising takes place.

Fiscal Year
-----------

The Company elected December 31 as its fiscal year end.

NOTE B - INVESTMENT IN INVESTEE

In connection with Premier's investment in Coconut Grove Group, Ltd., condensed
financial information of the investee for the three-months ended September 30,
2004 is as follows:

Sales                                                 $0
Gross Profit                                          $0
Net income (loss) from continuing operations          $(5,000)
Net income (loss)                                     $(5,000)


                                        9
<PAGE>

NOTE C - STOCK REGISTRATION

Premier filed a registration statement with the Securities and Exchange
Commission which was declared effective November 13, 2001, to register 6,735,000
shares of its $.001 par value Class A voting common stock on behalf of its
stockholders'.  In connection with the selling stockholders' registration and
the incremental difference between the option and warrant exercise price
compared to recent issuances of Premier's common stock, any offering costs
(consisting of legal, accounting and filing fees) were expensed as the benefit
to the selling stockholders' and the incremental difference between the option
and warrant exercise price compared to recent issuances of Premier's common
stock do not allow the capitalization of such costs.

NOTE D - STOCK, WARRANT AND OPTION ISSUANCES

On March 29, 2001, 500,000 shares of Premier's $.001 par value Class A voting
common stock and an option to purchase 250,000 shares of Premier's Class A
voting common stock at a purchase price of five cents ($0.05) per share was
issued to each director as compensation, in lieu of cash, for services.  The
stock was issued under the provisions of Rule 144 of the Securities Act of 1933,
as amended.  The options vest immediately and expire on the fifth anniversary of
the date of their issuance.

On March 29, 2001, 250,000 shares of Premier's $.001 par value Class A voting
common stock and an option to purchase 250,000 shares of Premier's Class A
voting common stock at a purchase price of five cents ($0.05) per share was
issued to an unrelated entity for consulting services.  The stock was issued
under the provisions of Rule 144 of the Securities Act of 1933, as amended.  The
options vest immediately and expire on the fifth anniversary of the date of
their issuance.

In addition, this entity was granted 500,000 warrants to purchase the same
number of Premier's $.001 par value Class A voting common stock at a purchase
price of four dollars ($4.00) per share.  The warrants expired on December 31,
2003.

On March 29, 2001, 250,000 options to purchase the same number of Premier's
$.001 par value Class A voting common stock at a purchase price of five cents
($0.05) per share was issued to an unrelated entity to develop an investor
relations program.  The options vest immediately and expire on the fifth
anniversary of the date of their issuance.

On March 29, 2001, 1,000,000 shares of Premier's $.001 par value Class A voting
common stock was issued to several unrelated entities for consulting services
provided to Premier.  The stock was issued under the provisions of Rule 144 of
the Securities Act of 1933, as amended.

On March 31, 2001, 350,000 shares of Premier's $.001 par value Class A voting
common stock and 500,000 warrants to purchase the same number of Premier's $.001
par value Class A voting common stock at a purchase price of four dollars
($4.00) per share were issued in conjunction with the acquisition of 50,000
shares of Inform Worldwide Holdings, Inc.(OTC "IWWH") from two separate
unrelated entities under a stock purchase agreement.  The stock was issued under
the provisions of Rule 144 of the Securities Act of 1933, as amended.  The
warrants, which may be redeemed by  Premier under certain restrictions, expired
on December 31, 2003.

On May 15, 2001, 15,000 options to purchase the same number of Premier's .001
par value Class A voting common stock at a purchase price of two dollars ($2.00)
per share were issued to each member of the nine person advisory board to assist
Premier on specific matters as they related to the individual board members
expertise.  The options vest immediately and expire on the third anniversary of
the date of their issuance.


                                       10
<PAGE>

NOTE D - STOCK, WARRANT AND OPTION ISSUANCES (CONTINUED)

On May 15, 2001 Premier issued 2,000,000 warrants in the form of a stock
dividend to all shareholders of record on May 15, 2001.  The warrants would be
divided equally based upon the number of Class A shares held.  Each warrant is
exercisable into a share of the Company's Class A voting common stock at a price
of four dollars ($4.00) per share.  The warrants, which may be redeemed by
Premier under certain restrictions, expired on December 31, 2003.

In conjunction with all of the above outstanding issues of Premiers' $.001 par
value Class A voting common stock, it was agreed that all insiders of Premier,
including, but not limited to, officers, directors, and employees, shall enter
into a binding Stock Lock-Up Agreement preventing the sale of any Class A voting
common stock of Premier for a minimum of one-hundred eighty (180) days after the
date that Premier's Class A voting common stock makes its first trade on the OTC
Bulletin Board.

On July 30, 2001, 1,000,000 shares of Premier's $.001 par value Class A voting
common shares were issued in conjunction with receiving a 20% interest in
Coconut Grove Group, Ltd (the "Venture").  The stock was issued under the
provisions of Rule 144 of the Securities Act of 1933.  Premier will be involved
in the day-to-day activities of the Venture, and will receive a quarterly fee
equal to the greater of 1.5% of the Venture's net profits or $5,000.  Profits
will be allocated based upon ownership interests after withholding 35% for
growth and expansion.  Losses will be allocated and owing based upon ownership
interest.

On November 30, 2001, owners of 750,000 of the $.05 stock options exercised the
options.  In connection with the exercise of the options, Premier was issued
promissory notes in the amount of $36,000 in lieu of cash.  In addition, owners
of 500,000 of the $.05 stock options exercised the options.  In connection with
the exercise of these options, the entities elected to remit payment for some
goods and services received by Premier in lieu of payment of cash to Premier.
In both instances, the amount of non-cash payment to Premier is shown as a
reduction in stockholder's equity as common stock subscribed.

On April 12, 2002, Premier issued an aggregate of 45,000 options (15,000 to each
member of its three person Board of Directors) to purchase shares of Premier's
Class A voting common stock at a purchase price of three-dollars ($3.00) per
share.  These options, issued to each director and officer as compensation, in
lieu of cash, for services, were "out-of-the-money" when issued and therefore
were recorded as having no value at the time of issue.  The options vested
immediately and expire on the fifth anniversary of the date of their issuance.


NOTE E - RELATED PARTY TRANSACTIONS

Andrew Jones, our Treasurer and Secretary, currently provides us with
approximately 150 square feet of office space free of charge in an office
building he leases in Dallas, Texas.  Mr. Jones has no plans to begin charging
us rent during the current fiscal year for the usage of this space.

NOTE F - DONATED SERVICES

For the three-months ended September 30, 2004, Eric R. Boyer, Premier's
President and Chief Executive Officer, performed services on behalf of Premier
with a fair market value of $600 and Andrew Jones, Premier's Secretary and
Treasurer, performed services on behalf of Premier with a fair value of $600.
The donated value of these services was recorded as contributed capital.


                                       11
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation

     You should read the following discussion and analysis of our financial
condition and results of operations together with our financial  statements and
related notes appearing elsewhere in this quarterly report.  This discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions.  When used in this document, the words "anticipate", "believe",
"estimate", "expect" and "intend" and similar expressions, as they relate to us,
are intended to identify forward-looking statements.  Such statements reflect
our current view(s) regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should  one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended.  In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

Overview

     We are a developer and operator of theme-based restaurants and bars.  Since
our inception on March 29, 2001, we have operated as a development stage
company.

Results of Operations

     For the ease of reference, we refer to the three-months ended September 30,
2004 as the quarter ended September 30, 2004 and the period of nine-months ended
September 30, 2004 as the nine-months ended September 30, 2004.  Additionally,
we refer to the three-months ended September 30, 2003 as the quarter ended
September 30, 2003 and the period of nine-months ended September 30, 2003 as the
nine-months ended September 30, 2003.  We reference the current fiscal year
which ends on December 31, 2004 as fiscal 2004 and the fiscal year ended
December 31, 2005 as fiscal 2005.

Revenues

     For the quarter ended September 30, 2004, revenues were $184,197 compared
to $-0- for the quarter ended September 30, 2003, which were principally
generated from the operations of our newly acquired Players Grille Restaurant
and Bar.

     For the nine-months ended September 30, 2004, we generated revenues of
$197,097 compared to $10,000 for the nine-months ended September 30, 2003,
representing an increase of $187,097, or 187.1%.  This increase in revenue was
the result of us completing the acquisitions of Players Grille Restaurant and
Bar in Jacksonville, Florida and Countrywide Realty Services in Miami Lakes,
Florida.

Gross Profit

     After deducting the cost of goods sold during the three-months ended
September 30, 2004, we generated a gross profit for the period of $103,694.  We
generated $-0- gross profit for the same period a year ago.

     For the nine-months ended September 30, 2004 we generated a gross profit of
$116,694 compared to a gross profit of $10,000 for the nine-months ended
September 30, 2003.  This represents an increase in gross profitability of
$106,694, or 106.7%.

Expenses

     Operating Expenses.  Our operating expenses consist primarily of personnel
expenses, professional fees, consulting fees and marketing expenses.  These
expenses totaled $150,425 for the three-months ended September 30, 2004, which


                                       12
<PAGE>

was an increase of $123,566, or 460.1%, compared to $26,859 for the three-months
ended September 30, 2003.  The large increase was the result of our acquiring
Players Grille Restaurant and Bar and Country Realty Services during the fiscal
quarter.  We anticipate our quarterly expenses will continue to increase in
future fiscal quarters alongside increases in our quarterly revenues.

     For the nine-months ended September 30, 2003, our operating expenses
totaled $202,713, representing an increase of $165,484, or 444.5%, compared to
$37,229 for the nine-months ended September 30, 2003.  The increase, just like
our quarterly results, was the result of our acquiring Players Grille Restaurant
and Bar and Country Realty Services.

Operating Loss

     Our operating loss for the quarter ended September 30, 2004 was ($46,731),
which represents an increase of ($19,872), or 74%, compared to an operating loss
of ($26,859) for the quarter ended September 30, 2003.  This increase is the
result of increased costs related to our acquisitions of Players Grille
Restaurant and Bar and Countrywide Realty Services.

     For the nine-months ended September 30, 2004 our operating loss was
($86,019), which represents an increase of ($58,790), or 215.9%, compared to an
operating loss of ($27,229) for the nine-months ended September 30, 2003.  This
increase is the result of increased costs related to our acquisitions of Players
Grille Restaurant and Bar and Countrywide Realty Services.

Other Income (Expenses)

     For the three-months and nine-months ended September 30, 2004 we
experienced a decrease in equity of ($1,000) and ($3,600), respectively, in our
Coconut Grove Group joint venture project.

Net Loss

     Our net loss for the three-months ended September 30, 2004 was ($47,731),
which represents an increase of ($20,872), or 77.7%, compared to an operating
loss of ($26,859) for the three-months ended September 30, 2003.  This increase
is the result of increased costs related to our acquisitions of Players Grille
Restaurant and Bar and Countrywide Realty Services.

     For the nine-months ended September 30, 2004 our operating loss was
($89,619), which represents an increase of ($61,390), or 217.5%, compared to an
operating loss of ($28,229) for the nine-months ended September 30, 2003.  This
increase is the result of increased costs related to our acquisitions of Players
Grille Restaurant and Bar and Countrywide Realty Services.

Liquidity and Capital Resources

     Since our inception on March 29, 2001, we have financed our operating
activities through private offerings of our equity securities and the personal
contributions of our executive officers.  Net cash used by operating activities
for the quarter ended September 30, 2004 was ($153,287) compared to net cash
used of ($7,285) for the quarter ended September 30, 2003.  For the nine-months
ended September 30, 2004 net cash provided was $117,150 compared to net cash
used of ($7,285) for the nine-months ended September 30, 2003.

     As of September 30, 2004, we had current assets aggregating $141,891,
comprised of $117,183 in cash or cash equivalents, marketable securities valued
at $5,000, inventory valued at $9,715, accounts receivable of $7,493, and a note
receivable of $2,500.


                                       13
<PAGE>

     As of September 30, 2004 we had other assets consisting of $520,737 (net of
depreciation) in equipment and leasehold improvements, goodwill of $952,901,
other assets of $1,000, and a $51,263 investment in our Coconut Grove Group,
Ltd. joint venture project.  This asset is accounted for using the equity
method.  Our initial investment in this joint venture project was valued at
$60,000.

     As of September 30, 2004, we had liabilities of ($244,095) consisting of
($4,095) in accounts payable, ($15,000) in an interest-free note from a
stockholder, and a ($225,000) promissory note bearing 5% interest.


Plan of Operation

General

     We are a development stage company in the early stages of conducting
operations.  Our plan of operation is to invest in and develop a series of
theme-based restaurant and bar properties that can evolve into stand alone
chains or franchise opportunities.  Because we have limited investment capital
and restricted access to capital markets, our strategy for initial operations is
to develop new restaurant and bar concepts through joint ventures, equity
investments or partnership agreements.

     By limiting the scope of our initial operations to joint ventures, equity
investments and partnership agreements, we will be able to:

-     reduce our financial risk by sharing in the development and marketing
costs typically associated with opening new restaurants and bars;

-     generate secondary or alternative revenue streams by providing
professional restaurant and bar management consulting services through the
collective expertise of our diverse management team; and

-     better diversify our restaurant and bar portfolio to minimize our risk
exposure to any single operation or concept.

Joint Venture Developments

     On July 30, 2001, we entered into a joint venture agreement for the
formation of Coconut Grove Group, Ltd., a joint venture that is 20% owned by us
and 80% owned by Tiki Hut Enterprises, Ltd.  The joint venture is initially
being capitalized with a US$3 million cash investment from Tiki Hut Enterprises,
Ltd. and an investment from us of 50,000,000 (adjusted for a 50-for-1 forward
stock split effected April 11, 2003) restricted shares of our common stock.
None of the joint venture partners are under any obligations to make any
additional capital contributions.

     We are the Managing Partner of this joint venture and, as such, are to
receive a management fee in addition to our share in the joint venture's net
profits.  Our separate management fee is to be two-percent (2%) of the joint
venture's net profits, or US$5,000 per fiscal quarter, whichever is greater.
Our management fee is not to aggregate less than US$20,000 per fiscal year.  Our
out-of-pocket expenses associated with being the Managing Partner are to be
reimbursed by the joint venture.  Because the joint venture has yet to begin
generating material revenues and net profits we anticipate generating minimal
management fees of approximately $20,000 during fiscal 2004.


                                       14
<PAGE>

Players Grille Restaurant and Bar

     On August 1, 2004 we acquired Players Grille Restaurant and Bar - Fleming
Island located in Jacksonville, Florida.  The purchase price was one-million
dollars (US$1,000,000) and was comprised of $325,000 in cash and the issuance of
197,368 shares of common stock, 197,368 shares of Rule 144 restricted common
stock, and a two-year $225,000 promissory note bearing simple 5% interest
payable in eight equal quarterly payments.

     Players Grille is a theme-based casual dining sports bar.  As part of the
purchase we acquired all ownership and rights to the brand name and concept as
well as the right of first refusal to purchase the original location, also
located in the Jacksonville area.

     Premier intends to open up to two new Players Grille locations within the
Jacksonville area during the course of fiscal 2005.  We also plan on introducing
a franchising program for Players Grille during the second half of fiscal 2005.

Countrywide Realty Services

     On August 1, 2004 we acquired Countrywide Realty Services located in Miami
Lakes, Florida.  The aggregate purchase price consisted of five hundred thousand
(500,000) shares of Premier Development & Investment, Inc. common stock, of
which eighty percent (80%) was restricted under Rule 144 and twenty percent
(20%) was free-trading but relegated to a leak out agreement.  Up to an
additional five hundred thousand shares (500,000) of the Premier's common stock
may be earned based on meeting certain revenue and profit targets.

Employees

     We presently have approximately 50 employees, of which seven are full-time
and the remainder part-time.  Aside from our salaried and hourly employees, our
executive officers, members of our Board of Directors and Advisory Board members
have agreed to forgo receiving any cash salaries or cash benefits for the
remainder of fiscal 2004 and into fiscal 2005.  They will receive cash salaries
only when recurrent and sustainable profitability has been attained.

Property and Equipment

     Through our wholly-owned subsidiary, Players Grille, Inc., a Nevada
corporation, we presently lease approximately 6,084 square feet of
restaurant/retail space in Orange Park, Florida.  In this space we operate our
Players Grille Restaurant and Bar, a casual dining, theme-based restaurant.

     Through our wholly-owned subsidiary, Countrywide Realty Services, a Nevada
corporation, we presently lease approximately 875 square feet of
commercial/retail space in Miami Lakes, Florida.  In this space we operate our
Countrywide subsidiary.

     Our Chairman, Treasurer and Secretary, Andrew Jones, provides us with
approximately 150 square feet of office space free of charge in an office
building he leases in Dallas, Texas.  This space is considered our corporate
headquarters and is where all administrative oversight occurs.  Mr. Jones has no
plans to begin charging us rent through the end of fiscal 2005.

Factors That May Affect Future Results

     We believe that our current available cash along with the revenues
generated from our Players Grille and Countrywide Realty Services divisions,
coupled with our ownership and management fees associated with the Coconut Grove
Group, Ltd. joint venture, should be sufficient to meet our forecasted cash
needs for working capital and capital expenditures through at least the next
twelve months.


                                       15
<PAGE>

     However, if we experience significant declines in revenues from our Players
Grille and Countrywide Realty Services divisions it may prevent us from further
executing our business plan and cause us to seek additional sources of funding.
While we have held discussions with accredited lenders and investors, we have
not yet secured any secondary or reserve sources of funding.  Furthermore, we
may seek to sell additional equity, debt or convertible debt securities.  Our
ability to raise capital by selling securities, and hence our liquidity, could
be materially adversely affected by the general and broad-based unease in the
equities market and the limited availability of venture capital financing
sources.  We cannot assure the reader that financing will be available and, if
available to us, in amounts necessary or on terms acceptable to us in the
future.

Item 3. Controls and Procedures

     Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act Rule 13a-14.  Based upon that
evaluation, our Chief Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us required to be included in
our periodic SEC filings.  There have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     On January 22, 2004 we filed a civil suit in Dallas County, Texas naming
Equitilink, L.L.C., James J. Mahoney, Thomas M. Mahoney and Shamrock Holdings as
defendants.  The defendants were served on January 30, 2004.  The suit alleges
that the defendants failed to render services as agreed upon in a October 1,
2003 contract thereby causing a breach of contract.  The suit seeks recovery of
600,000 shares of our common stock plus other damages and relief.  We do not
believe that this suit will have any material adverse impact upon our operations
or financial condition.

     On August 25, 2004, we filed a civil suit in Dallas County, Texas naming
Restaurant Training, Inc. and Lula Francis Platt as defendants.  The defendants
were served with process on September 7, 2004.  The suit alleges that defendants
failed to perform under a contract for services, conversion and suit for
declaratory judgment.  The suit seeks the recovery of $2,500.00, 10,000 shares
of common stock and judgment declaring that Lula Francis Platt is not a rightful
shareholder of Premier Development and Investment, Inc.  We do not believe that
this suit will have any material adverse impact upon our operation or financial
condition.

      On October 28, 2004, a civil suit was filed against us in Hillsborough
County, Florida.  The suit alleges conversion and civil theft.  The Plaintiffs
seek as damages 490,000 shares of common stock. We do not believe the validity
or venue of this suit are proper and will aggressively defend ourselves.

     We are not currently party to any other legal proceedings, nor are we aware
of any other pending or threatened actions against us.


                                       16
<PAGE>

Item 2.  Changes in Securities and Use of Proceeds

     On August 1, 2004 Premier issued 400,000 shares under Rule 144 in
conjunction with its acquisition of Countrywide Realty Services.

     On August 18, 2004 Premier issued 197,368 shares to two individuals under
Rule 144 in conjunction with its acquisition of Players Grille, Inc.

     On August 18, 2004 Premier cancelled 2,040,049 shares held by a former
officer and director, Victoria Carlton.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information.

None

Item 6.  Exhibits and Reports on Form 8-K

(A)     Exhibits
        --------

99.1    Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2    Certification by Treasurer and Secretary pursuant to 18 U.S.C. Section
        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.


(B)     Reports on Form 8-K
        -------------------

Form 8-K filed on July 13, 2004 containing the announcement Premier had entered
into a Definitive Agreement to purchase Countrywide Realty Services.

Form 8-K filed on August 16, 2004 containing the announcement of the Resignation
of Victoria Z. Carlton.

Form 8-K filed on September 3, 2004 containing the audited financial statements
of Players Grille, Inc.

Form 8-K filed on September 3, 2004 containing the audited financial statements
of Countrywide Realty Services.


                                       17
<PAGE>

SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   Premier Development & Investment, Inc.
                                   (Registrant)



Dated: November 12, 2004               By: /s/ Eric R. Boyer
                                       --------------------
                                       Eric R. Boyer
                                       President and CEO


                PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Eric R. Boyer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Premier Development
& Investment, 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 statement made, in light of the circumstances under which 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.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):


                                       18
<PAGE>

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 12, 2004       /s/ Eric R. Boyer
                              -------------------------------------------
                              Eric R. Boyer
                              President and Chief Executive Officer
                              Premier Development & Investment, Inc.




             PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Andrew L. Jones, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Premier Development
& Investment, 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 statement made, in light of the circumstances under which 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.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;


                                       19
<PAGE>

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 12, 2004       /s/ Andrew L. Jones
                              -------------------------------------------
                              Andrew L. Jones
                              Treasurer, Secretary and Director
                              Premier Development & Investment, Inc.


                                       20
<PAGE>