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 June 30, 2005

[ ]     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.)


             8910 N. Dale Mabry Hwy., Ste. 37, Tampa, Florida  33614
         ---------------------------------------------------------------
                    (Address of Principal Executive offices)

                                 (813) 932-6822
                                 --------------
                           (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 August 8, 2005
           -----                                 -----------------------------

Common Stock, Class A, $0.004 par value                    3,097,105


<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 June 30, 2005 (unaudited)
                    and the period ended December 31, 2004 (audited).....3

                  Statement of Operations (unaudited)
                    for the three months ended June 30, 2005
                    and the three months ended June 30, 2004
                    and the six months ended June 30, 2005
                    and the six months ended June 30, 2004...............4

                  Statement of Cash Flow (unaudited)
                    for the three months ended June 30, 2005
                    and the three months ended June 30, 2004
                    and the six months ended June 30, 2005
                    and the six months ended June 30, 2004...............5

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

Item 2.           Management's Discussion and Analysis or
                    Plan of Operation...................................14

Item 3.           Controls and Procedures...............................23

                                     PART II
                                OTHER INFORMATION

Item 1.           Legal Proceedings.....................................24

Item 2.           Changes in Securities and Use of Proceeds.............24

Item 3.           Defaults Upon Senior Securities.......................24

Item 4.           Submission of Matters to a Vote of Security Holders...24

Item 5.           Other Information.....................................25

Item 6.           Exhibits and Reports on Form 8-K......................25

                  Signatures............................................26


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                     PREMIER DEVELOPMENT & INVESTMENT, INC.
                           CONSOLIDATED BALANCE SHEET

                                                       June 30,    December 31,
                                                         2005           2004
                                                      (unaudited)    (audited)
                                                      -----------   ------------
                                     ASSETS

Current  assets:
     Cash and cash equivalents                          $22,899      $146,934
     Marketable securities                                5,000         5,000
     Due from affiliate                                   2,500         2,508
     Inventory                                           17,161        20,279
     Prepaid expenses                                    14,758        16,244
     Promissory note                                    205,000       250,000
     Other                                               25,988             -
                                                     ----------    ----------
     Total current assets                              $293,306      $440,965
                                                     ----------    ----------
Other assets:
     Equipment and leasehold improvements              $558,482      $551,696
       Less accumulated depreciation                   (135,183)      (61,951)
                                                     ----------    ----------
                                                        423,299       489,745

     Goodwill                                           436,586       868,586
     Other                                                    -         4,149
                                                     ----------    ----------
     Total assets                                    $1,153,191    $1,803,445
                                                     ==========    ==========

                                   LIABILITIES

Current liabilities:
     Accounts payable                                   $35,000        $2,571
     Deferred tax                                        29,077        29,077
     Promissory note                                    111,043       111,043
     Due to affiliate                                    11,200        20,000
                                                     ----------    ----------
    Total current liabilities                          $186,320      $162,691
                                                     ----------    ----------

    Promissory note                                      34,697             -

    Total liabilities                                  $221,017      $162,691
                                                     ==========    ==========
Stockholders'  equity:
    Common stock, class A, $0.004 par value
       250,000,000 authorized;
       332,105 and 342,120 shares
       issued and outstanding, respectively             $ 1,328       $ 1,368
    Common stock, class B, $0.001 par value
       10,000,000 authorized;
       -0- and -0- shares
       issued and outstanding, respectively                   -             -
    Preferred stock, $0.001 par value
       20,000,000 authorized;
       -0- and -0- shares
       issued and outstanding, respectively                   -             -
    Additional paid in capital                        1,096,448     1,526,209
    Accumulated earnings (deficit)                     (165,602)       19,021
                                                     ----------    ----------
                                                        932,174     1,546,598

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $1,153,191    $1,803,445
                                                     ==========    ==========


Note: Common shares, class A, have been adjusted to reflect a 1-for-200 reverse
      stock split effected on June 9, 2005.


                                        3
<PAGE>

                      PREMIER DEVELOPMENT & INVESTMENT, INC.
                       CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                    3-months         3-months         6-months         6-months
                                                      Ended            Ended            Ended           Ended
                                                  June 30, 2005    June 30, 2004    June 30, 2005    June 30, 2004
                                                  -------------    -------------    -------------    -------------

<S>                                               <C>             <C>             <C>               <C>
Revenue                                                $285,576          $5,000         $633,192         $13,000

Cost of goods sold                                      133,735               -          295,440               -
                                                        --------        --------         --------        --------
Gross profit                                             151,841           5,000          337,752          13,000

General and administrative expense                       270,777          37,957          490,213          52,287
                                                        --------        --------         --------        --------
Gain (loss) on operations                               (118,936)        (32,957)        (152,461)        (39,287)
                                                        ========        ========         ========        ========

Other income (expense)                                        -          (1,000)               -          (2,600)

Gain (loss) on discontinued business                    (32,162)               -          (32,162)              -

Gain (loss) before income tax                          (151,098)         (33,957)        (184,623)        (41,487)

Income tax                                                    -               -                -               -

Net income (loss)                                      (151,098)        (33,957)        (184,623)        (41,487)
                                                        ========        ========         ========        ========

Net income (loss) per common share

    Basic                                                (0.45)          (0.09)           (0.54)          (0.03)
                                                        =========      =========        =========       =========

    Fully diluted                                        (0.09)          (0.03)           (0.11)          (0.02)
                                                        =========      =========        =========       =========
Weighted average number of shares
    Basic                                                336,811        368,741          339,466        1,337,500

    Fully diluted                                      1,666,794      1,228,750        1,669,449        2,122,438

</TABLE>

Note: All share figures and amounts have been adjusted to reflect a 1-for-200
      reverse stock split effected on June 9, 2005.


                                        4
<PAGE>
                      PREMIER DEVELOPMENT & INVESTMENT, INC.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                    3-months         3-months         6-months         6-months
                                                      Ended            Ended            Ended           Ended
                                                  June 30, 2005    June 30, 2004    June 30, 2005    June 30, 2004
                                                  -------------    -------------    -------------    -------------

<S>                                               <C>             <C>             <C>               <C>

Cash flows from operating activities:
   Net (loss) earnings                             ($151,098)        ($33,957)       ($184,623)          ($41,887)
   Adjustments to reconcile net (loss) to
    cash provided by (used) in operating
    activities:

       Depreciation                                   36,616                -           73,232                  -
       Decrease in inventory                           6,114                -            3,118                  -
      (Increase) in other                            (19,972)               -          (44,411)                 -
       Decrease in other                                   -            5,200                -             10,400
       Increase in accounts payable                   33,500                -           32,428                  -
       Decrease in prepaid                               743                -            1,486                  -
      (Decrease) in due to affiliate                       -                -           (8,792)                 -
       Increase in due to affiliate                   11,208                -                -                  -
                                                    --------         --------         --------           --------
   Net cash provided by (used) in operations        ($82,889)        $  5,200        ($127,562)          $ 10,400
                                                    --------         --------         --------           --------

Cash flows from investing activities:
   Purchase of equipment and leasehold improvements     (466)               -           (6,786)                 -
   Proceeds from promissory note receivable           15,000                -           45,000                  -
   Equity in (earnings) loss of investee                   -            1,000                -              2,600
   Investment in Players Grille acquisition                -          (73,680)               -            (73,680)
                                                    --------         --------         --------           --------
   Net cash provided by (used) in investing         $ 14,534         ($72,680)        $ 38,214           ($71,080)
                                                    --------         --------         --------           --------

Cash flows from financing activities:
   Stock cancellation due to reverse split            (1,475)               -           (1,475)                 -
   Repayment of promissory note payable              (29,730)               -          (34,687)            (5,000)
   Stock subscriptions received                            -                -                -             28,004
   Sales of common stock                                   -          350,000                -            350,000
                                                    --------         --------         --------           --------
   Net cash provided by (used) in financing         ($31,205)        $350,000         ($34,687)          $373,004
                                                    --------         --------         --------           --------

Net increase (decrease) in cash                     ($99,560)        $248,563        ($124,035)          $270,437

Cash at beginning of the period                      122,459           21,907          146,934                 33
                                                    --------         --------         --------           --------
Cash at end of the period                           $ 22,899         $270,470         $ 22,899           $270,470
                                                    ========         ========         ========           ========
</TABLE>


Supplemental disclosure of a non-cash investing and financing activity

In conjunction with the disposition of Netex financial Services, Inc.
d/b/a Countrywide Realty Services the Company reduced its goodwill and
additional paid in capital by $432,000, respectively.


                                        5
<PAGE>
                     PREMIER DEVELOPMENT & INVESTMENT, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   MARCH 29, 2001 (INCEPTION) TO JUNE 30,2005
                                  (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
                                   ==========  ========  ==========  ========  =======  ============  ==========
  Common stock cancelled         (15,490,799)     (313)          -         -       313            -           -

  Preferred stock cancelled                -         -    (735,000)     (735)      735            -           -

  Donated services                         -         -           -         -         -       12,800      12,800

  Debt forgiveness                         -         -           -         -         -       17,287      17,287

  Issuance of common stock for cash  687,500        12           -         -   449,988            -     450,000

  Issuance of common stock for
    acquisition of Players Grille    197,368         8           -         -   449,992            -     450,000

  Issuance of common stock for
    acquisition of Netex d/b/a
    Countrywide Realty               400,000         8           -         -   431,992            -     432,000


                                        6
<PAGE>

  Net income during year                   -         -           -         -         -      116,389     116,389
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT DECEMBER 31, 2004
                                  68,424,069   $ 1,368           -    $   - $1,526,208       $19,021 $1,546,597
                                   ==========  ========  ==========  ========  =======  ============  ==========

  Disposition of Netex              (500,000)      (10)          -         -  (432,990)           -    (432,000)

  Cancellation of resigning
    officers shares               (1,500,049)      (30)          -         -        30            -           -

  1-for-200 reverse stock split  (66,091,900)        -           -         -         -            -           -

  Donated services by officers             -         -           -         -     2,200            -           -

  Net loss during period                   -         -           -         -         -     (184,623)   (184,623)
                                   ----------  --------  ----------  --------  -------  ------------  ----------
BALANCE AT JUNE 30, 2005
(UNAUDITED)                          332,105   $ 1,328           -    $    -$1,096,448    ($165,602)  $ 929,974
                                   ==========  ========  ==========  ========  =======  ============  ==========

</TABLE>



                                        7
<PAGE>

                     PREMIER DEVELOPMENT & INVESTMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (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 six-months ended June 30, 2005 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, 2004 filed on Form 10-KSB on April 7, 2005.

Consolidation
-------------

The consolidated financial statements include the accounts and balances of
Premier, and its two wholly owned subsidiaries, Player's Grille ("Player's") and
Netex d/b/a Countrywide Realty Services, Inc. ("Countrywide"), (collectively,
the "Company"). All significant intercompany accounts and transactions have been
eliminated in the consolidating process.

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 an overall net loss from its inception on
March 29, 2001 through June 30, 2005.  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 private equity sales and outstanding stock purchase warrant exercises,
providing consulting services, expanding upon its Players Grille concept,


                                        8
<PAGE>

acquiring existing and profitable restaurant concepts, forming new joint venture
projects, and continued contributions from the executive officers and members of
the Board of Directors.  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.

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.  This
investment  was  sold  in  fiscal  2004.

Equipment  and  Leasehold  Improvements
------------------------------------

Equipment  and  leasehold  improvements  are  stated  at  cost  and  includes
expenditures,  which substantially increase the useful lives of existing assets.
Maintenance  and  repairs  are  charged  to  operations  when  incurred.

Depreciation  of  equipment  and  leasehold improvements is calculated using the
straight-line  method  based  on the respective assets estimated useful lives as
follows:

Furniture  &  equipment                         7   years
Leasehold  improvements                         5   years

Depreciation  expense  for  the  year  ended  December  31,  2004  was  $61,951.
Depreciation  expense  for  the  six-months  ended  June  30,  2005 was $73,232.

Goodwill
--------

The  Company  records  its  investment  in goodwill in accordance with Financial
Accounting  Standards  Board  Statement  No.  142 "Goodwill and Other Intangible
Assets".  Under  this  principle goodwill is not amortized, it is however tested
for  impairment  at least on an annual basis.  As of June 30, 2005, the goodwill
recorded  was  found  not  to  be  impaired.


                                        9
<PAGE>

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 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.

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.

Since its inception, Premier has an accumulated loss of $165,602 for income tax
purposes, which can be used to offset future taxable income through 2024.  The
potential tax benefit of this loss is estimated as follows:

          Future tax benefit                         $     24,840
          Valuation allowance                             (24,840)
          Net tax benefit                            $          0

As of June 30, 2005, 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
4,500,000 options to purchase common stock.


                                       10
<PAGE>

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 - ACQUISITIONS AND DISPOSITIONS

On July 29, 2004 Premier acquired Netex d/b/a Countrywide Realty Services, Inc.
(Countrywide). Countrywide is engaged in the mortgage broker business. The
results of operations of Countrywide are included in the accompanying financial
statements since the date of acquisition. Premier issued 400,000 of its $.00002
par value common stock valued at $432,000 in connection with this acquisition.
The total cost of the acquisition exceeded the fair value of the net assets of
Countrywide by $432,000. This excess is being recorded as goodwill.

The Countrywide acquisition was rescinded on April 1, 2005.  Premier received
500,000 shares from the original owner of Countrywide during the rescinding
which were cancelled and returned to the Premier's treasury.  Additionally,
during the fiscal quarter ended June 30, 2005 Premier incurred a one-time
write-down of $35,008 for the discontinuing of Countrywide operations.

On August 1, 2004 Premier acquired Players Grille, Inc. (Players). Players is
engaged in the casual dining sports bar business. The results of operations of
Players are included in the accompanying financial statements since the date of
acquisition. Premier paid $325,000 in cash, issued a 5% promissory note in the
amount of $225,000 and issued 394,736 of its $.00002 par value common stock
valued at $450,000 in connection with this acquisition. The promissory note
requires principal payments of $111,043 and $94,157 in 2005 and 2006,
respectively. Of the common shares issued in this acquisition 197,368 shares are
Rule 144 restricted common shares.  The total cost of the acquisition exceeded
the fair value of the net assets of Players by $436,586. This excess is being
recorded as goodwill.

NOTE C - STOCK REGISTRATION

Premier has filed a registration statement with the Securities and Exchange
Commission which was declared effective August 4, 2005 to register 1,329,983
shares of its common stock, class A, $0.004 par value underlying issued and
outstanding stock purchase warrants on behalf of the warrantholders.  Premier
issued 1,329,983 warrants in a warrant dividend to stockholders of record on
June 8, 2005 and was payable on June 13, 2005 at a ratio of one warrant for
every 50 shares of common stock held.  Each warrant entitles its holder to
purchase one share of common stock at a purchase price of $3.50 per share.
Unless otherwise extended by Premier, the warrants expire on December 31, 2007.

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.


                                       11
<PAGE>

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.

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.


                                       12
<PAGE>

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.

On April 20, 2004, Premier issued 500,000 shares of its $.00002 par value
restricted common stock for cash in the amount of $350,000.

On September 30, 2004, Premier issued 137,500 shares of its $.00002 par value
common stock for cash in the amount of $100,000

On April 1, 2005, Premier cancelled 500,000 shares of its common stock, class A,
$0.00002 par value during the rescinding of its Netex d/b/a/ Countrywide Realty
Services, Inc. acquisition.

On May 27, 2005, Premier cancelled 1,500,049 shares of its common stock, class
A, $0.00002 par value that had been returned to the Company by Eric R. Boyer,
Premier's former President and Chief Executive Officer, as part of his
resignation from the Company.

On June 9, 2005, Premier effected a one-for-200 reverse stock split.  No
fractional shares were issued in this reverse stock split.  Upon completion of
the reverse stock split, Premier has 332,105 shares of common stock, class A,
$0.004 par value issued and outstanding.

On June 13, 2005, Premier issued 1,329,983 warrants in a warrant dividend to
stockholders of record on June 8, 2005.  The dividend was payable at a ratio of
one warrant for every 50 shares of common stock held.  Each warrant entitles its
holder to purchase one share of common stock at a purchase price of $3.50 per
share.  Unless otherwise extended by Premier, the warrants expire on December
31, 2007.

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  and  six-months  ended  June  30,  2005,  Eric R. Boyer,
Premier's President and Chief Executive Officer, performed services on behalf of
Premier  with  a  fair market value of $400 and $1,000, respectively, and Andrew
Jones,  Premier's  Secretary  and  Treasurer,  performed  services  on behalf of
Premier  with a fair value of $600 and $1,200, respectively.  Mr. Boyer resigned
from all of his positions at Premier on May 27, 2005 and Mr. Jones resigned from
all  of his positions at Premier on August 5, 2005.  Premier's new President and
Chief  Executive  Officer,  J. Scott Sitra, and Treasurer and Secretary, Michael


                                       13
<PAGE>

Hume,  will  continue  donating  services  to  Premier at the same rate of value
through  the  remainder  of  the  fiscal  year  ending  December  31,  2005.

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,
including our wholly owned subsidiary, Players Grille, Inc.

Results of Operations

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

Revenues

     For the quarter ended June 30, 2005, revenues increased $280,576, or
5,611.5%, to $285,576 compared to $5,000 for the quarter ended June 30, 2004.
These revenues were generated primarily from the operation of our wholly owned
subsidiary, Players Grille, Inc.

     For the six-months ended June 30, 2005 our revenues were $633,192 compared
to $13,000 for the same period a year ago, which was an increase of $620,192, or
4,770.7%.  These revenues were generated from the operation of our wholly owned
subsidiary, Players Grille, Inc., and our former wholly owned subsidiary,
Countrywide Realty Services, Inc.

     We anticipate our quarterly revenues will continue increasing throughout
fiscal 2005 and beyond.  These projected increases are anticipated from the
continued operations and planned expansions at our wholly owned Players Grille,
Inc. subsidiary.

Gross Profit

     For the quarter ended June 30, 2005 our gross profit totaled $151,841
compared to $5,000 for the quarter ended June 30, 2004.  This $146,841, or
2,936.8%, increase in gross profit was attributable to higher sales at our
wholly owned Players Grille, Inc. subsidiary.

     For the six-months ended June 30, 2005 we experienced gross profits of
$337,752, which was an increase of $324,752, or 2,498.1%, compared to $13,000
for the same period a year ago.  These increases in gross profits were generated
from the operation of our wholly owned subsidiary, Players Grille, Inc., and our
former wholly owned subsidiary, Countrywide Realty Services, Inc.


                                       14
<PAGE>

     Cost of goods sold during the quarter ended June 30, 2005 were $133,735
compared to $-0- for the quarter ended June 30, 2004.  Cost of goods sold during
the six-months ended June 30, 2005 were $295,440 compared to $-0- for the same
period a year ago.  The sharp increase in cost of goods sold for both the
quarter and six-months ended June 30, 2005 was the result of our operations at
our wholly owned subsidiary Players Grille, Inc. compared to no similar ongoing
operations during the quarter ended June 30, 2004.

Expenses

     Operating Expenses.  Our operating expenses consist primarily of
depreciation, personnel expenses, depreciation expenses, professional fees,
consulting fees and marketing expenses.  These expenses totaled $270,777 for the
quarter ended June 30, 2005, which was an increase of $232,820, or 6,133.8%,
compared to $37,957 for the quarter ended June 30, 2004.  For the six-months
ended June 30, 2005 we incurred operating expenses of $490,213 compared to
$52,287 for the same period a year ago, which was an increase of $437,926, or
837.5%.

     Our operating expenses for both the quarter ended June 30, 2005 and the
six-months ended June 30, 2005 included a one-time expense of $35,000 for the
settlement of litigation and depreciation expenses of $36,616 and $73,232,
respectively.  The remainder of the increase in operating expenses was
attributable primarily to operating our Players Grille, Inc. and Countrywide
Realty Services, Inc. subsidiaries during the six-months ended June 30, 2005 and
the three-months ended March 31, 2005, respectively.

Operating Loss

     Our operating loss for the quarter ended June 30, 2005 was ($118,936)
compared to an operating loss of ($32,957) for the quarter ended June 30, 2004.
The $85,979, or 260.9%, increase in operating loss is primarily attributable to
$36,616 in depreciation expenses that did not exist a year ago plus a one-time
expense of $35,000 for the settlement of litigation.

     For the six-months ended June 30, 2005 our operating loss was ($152,461)
compared to an operating loss of ($39,287) for the same period a year ago.  The
$113,174, or 288.1%, increase in operating loss is largely due to $73,232 in
depreciation expenses that did not exist a year ago plus a one-time expense of
$35,000 for the settlement of litigation.


Other Income (Expenses)

     We recorded expenses of $-0- and ($1,000) for the quarters ended June 30,
2005 and June 30, 2004, respectively, and expenses of $-0- and ($2,600) for the
six-months ended June 30, 2005 and June 30, 2004, respectively.  These expenses
were to write-down the decline in value associated with our ownership in the
Coconut Grove Group, Ltd. joint venture project.  We sold our interest in
Coconut Grove during the fiscal year ended December 31, 2004 and accounted for
our ownership using the equity method of accounting.  Our write-downs reflected
our 20% ownership in the joint venture project.


Loss on Discontinued Business

     We recorded a one-time loss for both the quarter and six-months ended June
30, 2005 of ($32,162).  This one-time loss was to account for the rescinding of
the Netex, Inc. d/b/a/ Countrywide Realty Services, Inc. acquisition and related
expenses associated with acquisition and disposition of the business.  The
effective date of the rescinding was April 1, 2005.


                                       15
<PAGE>

Net Loss

     Our net loss for the quarter ended June 30, 2005 was ($151,098), or ($0.45)
per basic and ($0.09) per fully diluted average weighted shares, compared to a
net loss of ($33,957), or ($0.09) per basic and ($0.03) per fully diluted
average weighted shares, for the quarter ended June 30, 2004.  This $117,141, or
345.0%, increase is primarily attributable to $36,616 in depreciation expenses
that did not exist a year ago plus a one-time expense of $35,000 related to the
settlement of litigation and a one-time expense of $32,162 for expenses related
to the rescinding of the Netex, Inc. d/b/a/ Countrywide Realty Services, Inc.
acquisition on April 1, 2005.

     Our net loss for the six-months ended June 30, 2005 was ($184,623), or
($0.54) per basic and ($0.11) per fully diluted average weighted shares,
compared to a net loss of ($41,487), or ($0.03) per basic and ($0.02) per fully
diluted average weighted shares, for the same period a year ago.  This $143,136,
or 345.0%, increase is primarily attributable to $73,232 in depreciation
expenses that did not exist a year ago plus a one-time expense of $35,000
related to the settlement of litigation and a one-time expense of $32,162 for
expenses related to the rescinding of the Netex, Inc. d/b/a/ Countrywide Realty
Services, Inc. acquisition on April 1, 2005.

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.

     As of June 30, 2005, we had current assets aggregating $293,306, comprised
of $22,899 in cash or cash equivalents, marketable securities valued at $5,000,
a note receivable of $2,500, inventory of $17,161, prepaid expenses of $14,758,
a promissory note payable to us of $205,000, and miscellaneous others consisting
of $25,988.

     As of June 30, 2005 we had other assets consisting of a $558,482 in
equipment and leasehold improvements, less accumulated depreciation of
($135,183), and goodwill of $436,586.

     As of June 30, 2005, we had current liabilities aggregating $186,320,
comprised of accounts payable of $35,000, deferred tax liabilities of $29,077,
and a promissory note payable by us of $111,043.  We also had a long-term
promissory note payable by us valued at $34,697.  We do not anticipate taking on
any material financial obligations or commitments that are not commensurate with
increases in revenues and subsequent gross profits.

Litigation

     For both the quarter ended and six-months ended June 30, 2005, litigation
has been one of the biggest expenses for Premier in terms of both management's
time and Company resources.  Many of the suits Premier has been litigating are
starting to come to conclusion in terms of settlements and/or court rulings.
One suit was settled on June 16, 2005 and resulted in Premier incurring a
one-time expense of $35,000.

     Premier cannot predict the outcome of the other suits, nor cannot it
predict the ultimate cost either in management's time and/or Company resources
to see these suits to completion.  It is possible that these suits could
continue to be a significant expense to both management's time and Company
resources and could, potentially, force Premier into involuntary bankruptcy
proceedings.

     It is because of this litigation that Premier has delayed opening
additional Players Grille units.  Premier hopes to successfully conclude most,


                                       16
<PAGE>

if not all, of these suits during the remainder of fiscal 2005 so that it may
refocus management's time and Company resources on the growth and expansion of
its core business.

Factors That May Affect Future Results

     We believe that our current available cash, the receipt of payment on notes
due to Premier, operating profits generated from our wholly owned Players
Grille, plus the exercise of some of our outstanding stock purchase warrants
should be sufficient to meet our forecasted cash needs for working capital and
capital expenditures through at least the next twelve months.

     However, if we experience significant declines in revenues from our wholly
owned Players Grille or we continue to incur significant litigation expenses in
terms of both management's time and Company resources it may prevent us from
further executing our business plan and cause us to seek additional sources of
funding, including the sale of 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.  In such an event we could be forced into involuntary bankruptcy
proceedings.

Our Business

Overview

     We are a holding company involved in the development and operation of
theme-based restaurant and bar properties.  We were incorporated in the state of
Nevada on March 29, 2001 and commenced full-scale operations on August 1, 2004.


Our Business Strategy

     Our objective is to develop - either internally or through joint ventures
and other similar partnership agreements - theme-based restaurant and bar
concepts that may be expanded into full-fledged chains or franchise
opportunities.  By co-developing restaurant and bar properties in this manner 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.

     To achieve our objectives, we have developed the following focal points and
strategies we anticipate implementing in our future ventures:

     Create a Fun, Energetic, Destination Drinking and Dining Experience.  We
wish to create and promote a fun, irreverent and socially interactive
atmosphere.  We intend to accomplish this by utilizing unique restaurant and bar
layouts, featuring both well-known and up-and-coming live entertainment
performers, including local and nationally known acts, and generating a festive
atmosphere which should make our restaurants and bars fun and entertaining to
our guests.  We believe that if we are successful at achieving this goal, that
customers will seek out our restaurants and bars for a wide variety of drinking
and dining occasions, including weekend evenings, business occasions, social


                                       17
<PAGE>

get-togethers with friends and family members, and regular after-work happy
hours and weeknight dining.

     Distinctive Theme-Based Concepts.  With each restaurant and bar venture we
participate in we wish to create a unique theme-based experience for our guests
centered around our full bar service, dining offerings and daily entertainment.
The theme will be carried throughout our guests' entire visit and will involve
all aspects of the experience, including the exterior design of the building,
interior layout and decorum, employee greetings and uniforms, specialty drinks
and menu items, and souvenirs unique to that particular theme.

     Comfortable Adult Atmosphere.  Each restaurant and bar that we open will be
primarily adult orientated.  While children will be welcomed during daytime
hours as long as they are accompanied by a responsible adult at all times during
their visit, no one under 21 years of age (or the minimum legal drinking age as
established by statute) will be allowed into our properties after 10pm local
time.  We believe that this policy will help maintain a fun and relaxed
atmosphere that appeals to adult guests, and will help attract groups such as
private parties and business organizations.

     High Standard of Guest Service.  We intend to foster a passionate culture
of guest service among our employees, ranging from the general manager to the
greeters, through intense training, constant monitoring and emphasizing
consideration of our guests first and foremost in all decisions.  From the
moment a guest walks into the front door, we want our guests to experience a
high level of guest service provided by a knowledgeable, energetic staff.  Bar
tenders will be required to be able to free pour simultaneously from multiple
liquor bottles and perform "flare" techniques (flipping, tossing and twirling of
liquor bottles) for our guests' entertainment; greeters and servers will be
required to introduce guests to the theme-based concept, explain the drink and
entree menus, and generally set the stage for a fun and unique experience for
them at our theme-based restaurant and bar.

     Pursue Disciplined Restaurant and bar Growth.  Our management team intends
to grow our company through consistent, disciplined expansion of our theme-based
restaurants and bars.  Through disciplined growth we will be able to better
monitor new restaurant and bar openings and make sure that our guests have a
positive experience and leave wanting to return again soon.

     Provide Superior Drinking and Dining Value.  We believe that our
theme-based restaurants and bars should provide our guests with interesting,
high quality drinks and entrees.  Each theme-based restaurant and bar will serve
a unique variety of original drinks, some available in take home souvenir
glasses, and generously portioned original entrees - each designed to perpetuate
and immerse the guest in the restaurant and bar's theme concept.  It is our goal
to generate a US$25 average check per guest, inclusive of food and drinks.

Our Industry Overview

     In the United States, consumers are drinking and eating at restaurants and
bars at ever increasing rates.  According to the National Restaurant
Association, the restaurant industry is expected to generate approximately
$440.1 billion in sales during the course of 2004.  This is up about 4.4% over
2003, which would comprise approximately 4% of the United States' Gross Domestic
Product (GDP).

     The restaurant industry is comprised of four basic segments: fast food,
mid-scale, casual dining and fine dining.  The industry itself is highly
fragmented by the presence of thousands of independent "mom and pop" operators
and small chains.  We estimate that chain stores control approximately 61% of
the fast food segment while controlling only about 22% of the other three


                                       18
<PAGE>

segments combined.  As such, we believe that operators of strong concepts,
including our theme-based concepts, should be able to continue increasing their
overall market share, especially in the casual dining segment.

     Casual dining is the fastest growing segment of the restaurant industry.
According to the National Restaurant Association, sales in this segment
increased at a 6.9% annual compound growth rate throughout the 1990s, and are
estimated at $44 billion annually.  We believe that this segment of the
restaurant industry will continue to benefit from current demographic trends,
most notably a maturing baby-boomer population.  The baby-boomers, or adults
aged 37-55, tend to eat out more than the generations before them.  Should this
demographic trend continue, as they age so might their frequency for eating out.
Another growing trend that we believe will contribute to further increases in
casual dining is the two-income family, which may lead to more discretionary
income but less discretionary time for cooking and cleaning at home.

     In addition to consumers eating out more frequently, they are also drinking
more than ever outside of their homes.  According to Adams Business Media, a
market research group, alcohol sales at restaurants and bars topped $61 billion
in 2000, an all-time high.  We believe this is statistically important because
most drinks are typically marked up between 500% to 800%, which is about double
the typical drink markup only four years ago.  Should this trend continue, and
we believe it will, sales of alcohol may become an increasingly more significant
contributor to our overall sales and, possibly, the most significant
contributing factor to our net income.

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.

     The Countrywide Realty Services acquisition was rescinded on April 1, 2005.
The 500,000 share purchase price was returned to Premier.  These shares were
immediately cancelled and returned to Premier's Treasury.  Additionally, Premier
incurred a one-time expense of $32,162 in the fiscal quarter ended June 30, 2005
for expenses associated with the rescinding of the Countrywide Realty Services
acquisition.


                                       19
<PAGE>

Coconut Grove Group, Ltd. Joint Venture

     On July 30, 2001, we entered into a joint venture agreement with Tiki Hut
Enterprises, Ltd. ("Tiki Hut"), a private developer of restaurants and bars, for
the formation of Coconut Grove Group, Ltd. ("CG Group").

     Under the terms of the joint venture agreement, CG Group was initially
capitalized with a US$3,000,000 cash investment commitment from Tiki Hut and an
investment by us of 1,000,000 restricted shares of our common stock which were
valued at US$60,000.  The investment provided us with a 20% interest in CG Group
and was recorded on our balance sheet using the equity method of accounting.

     On December 22, 2004 we sold our 20% interest to a private investor for
US$250,000.  This resulted in a one-time gain for us.  We are no longer
associated with the CG Group venture.

Operations and Management

     Our ability to effectively manage an operation, including high volume
restaurants and bars, some with live entertainment offerings, is critical to our
overall success.  In order to maintain quality and consistency at each of our
restaurant and bar properties we must carefully train and properly supervise our
personnel and the establishment of, and adherence to, high standards relating to
personnel performance, food and beverage preparation, entertainment productions
and equipment, and maintenance of the facilities.  Our current executive
officers are capable of overseeing our planned growth over the next year.  While
staffing levels will vary from property to property, we anticipate our typical
restaurant and bar property management staff to be comprised of a general
manager, two assistant general managers, a kitchen manager, an assistant kitchen
manager, a bar manager, and two assistant bar managers.

     Recruiting.  We actively recruit and select individuals who share our
passion for guest service.  Our selection process includes testing and multiple
interviews to aid in the selection of new employees, regardless of their
prospective position.  We have developed a competitive compensation plan for
restaurant and bar management that includes a base salary, bonuses for achieving
performance objectives, and incentive stock options.  In addition, all employees
are entitled to discount meals at any of our restaurants and bars.

     Training.  We believe that proper training is the key to exceptional guest
services.  Each new management hire will goes through a 12-week training program
that includes cross-training in all management duties.  All non-management new
hires go through a two-week training program where they learn all of our drink
and food offerings, operational procedures and our point-of-sale (POS) computer
system.

     Management Information Systems (MIS).  Each restaurant and bar property is
equipped with a variety of integrated management information systems.  These
systems include an easy-to-use point-of-sale (POS) computer system which
facilitates the movement of guest food and beverage orders between the guest
areas and bar operations, kitchen operations, controls cash, handles credit card
authorizations, keeps track of sales on a per employee basis for incentive
awards purposes, and provides on-site and executive level management with
revenue and inventory data.  Additionally, we are implementing a centralized
accounting system that includes a food cost program and a labor scheduling and
tracking program.  Physical inventories of food and beverage items will be
performed on a weekly basis.  Furthermore, daily, weekly and monthly financial
information is provided to executive level management for analysis and
comparison to our budget and to comparable restaurants and bars.  By closely
monitoring restaurant and bar sales, cost of sales, labor and other cost trends
we are better able to control our costs and inventory levels, and identify
problems with individual operations, if any, early on.


                                       20
<PAGE>

     Secret Shopper.  Because we believe exceptional guest services are
paramount to our success, we employ a "secret shopper" program to monitor our
quality control at all of our restaurants and bars.  Secret shoppers are
independent persons who test our food, beverage and service as customers without
the knowledge of restaurant and bar management or personnel on a periodic basis
and report their findings to our executive level management.

Marketing, Advertising and Promotion

     Our marketing strategy is aimed at attracting new guests to our restaurants
and bars through both traditional and more creative avenues.  We focus on
building a reputation among local guests (those living within a 20 to 30 mile
radius), attracting out-of-towners and tourists, and hosting special events for
corporate and special occasion purposes.  This is accomplished through:

-     pre-opening publicity;

-     traditional paid advertising;

-     building a community presence; and

-     free media exposure.

     When opening a new restaurant and bar property, we intend to hire a local
public relations firm to assist us in establishing and sustaining our new
operation.  Such events would include pre-opening parties for local leaders,
such as civic and media personalities, and hospitality industry leaders, such as
key resort and hotel staff, meeting planners, and convention and visitors bureau
representatives.

     We then sustain our restaurant and bar awareness through traditional paid
advertising outlets which includes radio and television spots, newspaper and
magazine ads, billboards, direct mailings, and hotel concierge cards.
Additionally, selective media spots will be purchased to advertise well-known
headline performance acts when they are scheduled to perform at one of our
restaurant and bar locations.

     Furthering our promotional activities, we work at establishing
relationships with area businesses and residents by participating in
high-profile events, festivals and sporting events.

     And lastly, one of the most important aspects of our marketing strategy: we
strive to generate "word of mouth" referrals.  This is accomplished through
guests leaving after having an exceptional visit to one of our establishments,
through passive advertising from the wearing or use of our clothing and
souvenirs sold at some locations, and delivering sample items and free offers to
drive-time radio personalities and morning television hosts.  The anticipated
result will be earning free media exposure and invitations for return
engagements such as our pre-opening parties.

     While we do not have a fixed budget for marketing, we do not intend to
spend more than 3% of revenues on marketing and promotion.

Acquisitions

     Premier is also actively seeking additional acquisition prospects that
would complement and accelerate its growth.  Management's primary focus
involving the realm of acquisitions involves seeking and acquiring new and
innovative themed restaurant and bar concepts that have one to five operating
units.  Such concepts and acquisition targets could benefit from having a
publicly traded parent company and would be prime candidates for future
franchising efforts.


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<PAGE>

Strategic Alliances and Relationships

     In February 2003 Premier entered into a strategic alliance with Stag
Financial Group, Inc.  Through this strategic alliance Premier and Stag
Financial will work together to conceive and fund new restaurant and bar joint
venture projects, assist growing Premier's revenue and income streams while
enhancing the balance sheet, and create new financing opportunities to address
Premier's growth and expansion needs.

Competition

     The restaurant and bar industry is intensely competitive.  We compete on
the basis of taste, quality, price of drinks and food, guest service, location,
ambiance, and ultimately, the overall drinking and dining experience of our
guests.  We compete against many well established competitors with substantially
greater financial resources and a longer history of operations than we do.
These competitors' resources and market presence may provide them with
advantages in marketing, purchasing and negotiating prices and leases.
Furthermore, not only do we compete with other restaurants and bars for sites,
but we compete with other retail establishments.  Changes in consumer tastes,
economic conditions, demographic trends and the location and number of, and type
of drinks and food served by, competing restaurants and bars could adversely
affect our business as could the unavailability of experienced management and
hourly employees.

Employees

     As of June 30, 2005, we had approximately 63 employees.

     None of our employees are covered by collective bargaining agreements, and
we have never experienced an organized work stoppage or strike.  We believe that
our working conditions and compensation packages are competitive and consider
relations with our employees to be very good.

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.

     Our affiliate, Stag Financial Group, Inc., provides us with approximately
150 square feet of office space free of charge in an office building they lease
in Tampa, Florida.  This space is considered our corporate headquarters and is
where all administrative oversight occurs.  Stag Financial Group has no plans to
begin charging us rent through the end of fiscal 2005.

Intellectual Property

     We currently do not own any trademarks or servicemarks.  We do own all of
the rights to the brand Players Grille Restaurant and Bar.  As we grow and
develop additional theme-based concepts, we intend to register their respective
trademarks and servicemarks with the United States Patent and Trademark Office
and other similar international bureaus.

Government Regulations

     Our restaurants and bars are subject to regulation by federal agencies and
to licensing and regulation by state and local health, sanitation, building,
zoning, safety, fire and other departments relating to the development and
operation of restaurants and bars.  These regulations include matters relating
to environmental, building, construction and zoning requirements and the
preparation and sale of food and alcoholic beverages.  Our facilities must be


                                       22
<PAGE>

licensed and subject to regulation under state and local fire, health and safety
codes.

     Each of our restaurants and bars are required to obtain a license to sell
alcoholic beverages on the premises from a state authority and, in some certain
locations, county and/or municipal authorities.  Typically, licenses must be
renewed annually and may be revoked or suspended for cause at any time.
Alcoholic beverage control regulations relate to numerous aspects of the daily
operations of each of our restaurants and bars, including the minimum age of
patrons and employees, hours of operation, advertising, wholesale purchasing,
inventory control and handling, and storage and dispensing of alcoholic
beverages.  We have not encountered any material problems relating to alcoholic
beverage licenses to date.  The failure to receive or to retain a liquor license
in a particular location could adversely affect that restaurant and bar and our
ability to obtain such a license elsewhere.

     We may become subject to "dram-shop" statues in various states which we may
open or operate a restaurant and bar.  These statutes generally provide a person
injured by an intoxicated person the right to recover damages from an
establishment that wrongfully served alcoholic beverages to the intoxicated
individual.  We intend to purchase liability insurance for protection against
such potential liabilities that is consistent with coverage carried by other
competitors in the restaurant and bar industry.  However, even with such
insurance coverage, a judgment against us under a dram-shop statute in excess of
our liability coverage could have a material adverse effect on us.

     Our operations are also subject to federal, state and local laws governing
such matters as wages, working conditions, citizenship requirements and
overtime.  Some states have set minimum wage requirements higher than the
federal level.  Significant numbers of future hourly personnel at our
restaurants and bars will be paid at rates related to the federal or state
mandated minimum wage and, accordingly, increases in the minimum wage will
increase our labor costs.  Other governmental initiatives such as mandated
health insurance, if implemented, could adversely affect us as well as the
restaurant and bar industry in general.  We are also subject to the Americans
With Disabilities Act of 1990, which, among other things, may require certain
renovations to our future properties to meet federally mandated requirements.
The cost of such renovations, if any, is not expected to materially affect us or
our operations.

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.



                                       23
<PAGE>

                           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 settled this lawsuit on June 16, 2005.

     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 settled this
lawsuit on June 16, 2005.

     On March 22, 2005, a civil suit was filed against us in New York County
alleging unlawful faxing.  The plaintiff seeks as damages $30,000.00.  The
lawsuit is frivolous and we are aggressively defending ourselves in court.

     On April 4, 2005, we filed civil suits in Dallas County, Texas naming
Elizabeth Hansen d/b/a OTC Elite Group and Corporate Awareness
Professionals, Inc. as defendants.  The suits allege that the defendants
failed to render services as agreed upon in August 14, 2003 contracts
thereby causing breaches of contract.  The suits seek recovery of 235,000
shares of our common stock plus other damages and relief.  We do not
believe that these suits will have any material adverse impact upon our
operations or financial condition.

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

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None


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

     The  Annual Meeting of Shareholders was held on April 21, 2005.  Of the
68,424,069  eligible votes, 63,673,860 were cast in person and by proxy.  The
shareholders approved the following items.


                                       24
<PAGE>

     1.   For the election of the following persons as Directors:
           - Eric R. Boyer, number of votes cast for: 63,673,860; votes cast
             against: none.

           - Andrew L. Jones, number of votes cast for: 63,673,860; votes cast
             against: none.

2.     To ratify Baumann, Raymando & Co., PA as the Company's independent
     auditor for the fiscal year ending December 31, 2005, number of votes
     cast for: 63,673,860; votes cast against: none.


     On May 17, 2005 a special meeting of the stockholders was held at Premier's
corporate headquarters in Dallas, Texas.  Of the authorized 67,924,069 votes,
53,542,025 were cast in person and by proxy.  The purpose of the special meeting
was to vote on a proposed 1-for-200 reverse stock split of Premier's common
stock, class A, $0.00002 par value.  Voting shareholders voted 53,542,025 votes
in favor of the reverse stock split; no votes were cast against the proposal.
This was the only matter of business during the special meeting of stockholders.

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 April 8, 2005 containing the announcement of the release of
the annual report containing the results of fiscal 2004.

Form 8-K filed on April 15, 2005 containing a Rule 10b5-1 Planned Sales
Agreement for Andrew L. Jones.

Form 8-K filed on April 25, 2005 containing the results of the Annual Meeting
held on April 21, 2005.

Form 8-K filed on April 28, 2005 containing the announcement of the release of
March Same Store Comparable Sales.

Form 8-K filed on May 16, 2005 containing the announcement of the release of the
first quarter fiscal 2005 results.

Form 8-K filed on May 17, 2005 containing the announcement of the release of the
rescinding of the Countrywide Realty Services, Inc. acquisition.


                                       25
<PAGE>

Form 8-K filed on May 18, 2005 containing the announcement of a 1-for-200
reverse stock split.

Form 8-K filed on May 31, 2005 containing the announcement of Eric R. Boyer's
resignation from the Company.

Form 8-K filed on June 1, 2005 containing the announcement of a dividend of
stock purchase warrants at a ratio of 1 warrant for every 50 shares of common
stock held.

Form 8-K filed on June 6, 2005 containing the announcement of the release of
April Same Store Comparable Sales.


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: August 8, 2005                    By: /s/ J. Scott Sitra
                                       --------------------------------------
         J. Scott Sitra
    President, Chief Executive Officer and
    Chairman


                PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, J. Scott Sitra, 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;


                                       26
<PAGE>

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):

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: August 8, 2005          /s/ J. Scott Sitra
                              -------------------------------------------
                              Eric R. Boyer
                              President, Chief Executive Officer and
                              Chairman
                              Premier Development & Investment, Inc.




             PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Michael Hume, 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


                                       27
<PAGE>

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):

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: August 8, 2005          /s/ Michael Hume
                              -------------------------------------------
                              Michael Hume
                              Treasurer, Secretary and Director
                              Premier Development & Investment, Inc.






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<PAGE>