UNITED
                              STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form 10-Q



☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter
Ended:   June 30, 2019



Commission
File Number 000-51232



PREMIER
PRODUCTS GROUP, INC.

(Exact name
of registrant as specified in its charter)





|Delaware                            |  | 68-0582275             
|----------------------------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (I.R.S.
    Employer   
|incorporation
    or organization)  |  | Identification
    No.)





850
Stephenson Hwy, Suite 601

Troy,
Michigan 48083

(Address
of principal executive offices) (Zip Code)



(586)
467-5841

(Registrant’s
telephone number, including area code)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes  ☐   No ☒



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒    No ☐







Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.







| | Large
    accelerated filer                         | ☐ | Accelerated
    filer         | ☐
| | --------------------------------------------------- | - | ----------------------------- | -
| | Non-accelerated
    filer                           | ☐ | Smaller reporting
    company | ☒
| | Emerging
    growth company                       ☒ |   |                              







If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒



The
number of shares of the registrant’s only class of common stock issued and outstanding as of October 19, 2020, was 285,555,605
shares.















TABLE OF CONTENTS





|                                   |                                                                                            | Page
|---------------------------------- | ------------------------------------------------------------------------------------------ | ----
|PART
    I – FINANCIAL INFORMATION
|                                   |                                                                                            |     
|Item 1.                            | Consolidated Financial
    Statements.                                                     | 3   
|                                   |                                                                                            |     
|Item 2.                            | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations. | 4   
|                                   |                                                                                            |     
|Item 3.                            | Quantitative and
    Qualitative Disclosures About Market Risk.                            | 6   
|                                   |                                                                                            |     
|Item 4.                            | Controls and Procedures.                                                                   | 6   
|                                   |                                                                                            |     
|PART
    II – OTHER INFORMATION   
|                                   |                                                                                            |     
|Item 1.                            | Legal Proceedings.                                                                         | 7   
|                                   |                                                                                            |     
|Item 1A.                           | Risk Factors.                                                                              | 7   
|                                   |                                                                                            |     
|Item 2.                            | Unregistered Sales
    of Equity Securities and Use of Proceeds.                           | 7   
|                                   |                                                                                            |     
|Item 3.                            | Defaults Upon Senior
    Securities.                                                       | 7   
|                                   |                                                                                            |     
|Item 4.                            | Mine Safety Disclosures.                                                                   | 7   
|                                   |                                                                                            |     
|Item 5.                            | Other Information.                                                                         | 7   
|                                   |                                                                                            |     
|Item 6.                            | Exhibits.                                                                                  | 8   
|                                   |                                                                                            |     
|Signatures                         |                                                                                            | 9   
|                                   |                                                                                            |     







2





PART
I – CONSOLIDATED FINANCIAL INFORMATION



Item 1. Consolidated
Financial Statements



PREMIER
PRODUCTS GROUP, INC.



June
30, 2019 and 2018



Index
to the Consolidated Financial Statements



|Contents                                                                                                                   |  | Page(s)
|-------------------------------------------------------------------------------------------------------------------------- |  | -------
|                                                                                                                           |  |        
|Consolidated Balance
    Sheets at June 30, 2019 (Unaudited) and December 31, 2018                                         |  | F-1    
|                                                                                                                           |  |        
|Consolidated Statements
    of Operations for the Three and Six Months Ended June 30, 2019 and 2018                        |  | F-2    
|                                                                                                                           |  |        
|Consolidated Statements
    of Changes in Shareholders’ (Deficit) for the Three and SixMonths Ended June 30, 2019 and 2018 |  | F-3    
|                                                                                                                           |  |        
|Consolidated Statements
    of Cash Flows for the Three Months Ended June 30 2019 and 2018                                 |  | F-4    
|                                                                                                                           |  |        
|Notes to the Consolidated
    Financial Statements (Unaudited)                                                             |  | F-5    



3









PREMIER PRODUCTS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)





|                                                                                  |  | June 30, |            | December 31,
|--------------------------------------------------------------------------------- |  | -------- | ---------- | ------------
|                                                                                  |  | 2019     |            | 2018        
|                                                                                  |  |          |            |             
|ASSETS                                                                            |  |          |            |             
|                                                                                  |  |          |            |             
|Total Assets                                                                      |  | $        | -          |             
|                                                                                  |  |          |            |             
|                                                                                  |  |          |            |             
|LIABILITIES & STOCKHOLDERS' DEFICIT                                               |  |          |            |             
|                                                                                  |  |          |            |             
|Current liabilities                                                               |  |          |            |             
|Accounts payable and accrued expenses                                             |  | $        | 268,099    |             
|Contingent liability – legal                                                      |  |          | 197,283    |             
|Contingent liability – notes                                                      |  |          | 225,200    |             
|Derivative liability – warrants                                                   |  |          | 5,707      |             
|Notes payable – related parties                                                   |  |          | 159,175    |             
|Notes payable                                                                     |  |          | 303,540    |             
|Total current liabilities                                                         |  |          | 1,159,004  |             
|                                                                                  |  |          |            |             
|Total liabilities                                                                 |  |          | 1,159,004  |             
|                                                                                  |  |          |            |             
|Stockholders' Equity                                                              |  |          |            |             
|Common stock, $0.00001 par value, 500,000,000 shares authorized, 285,555,605      |  |          |            |             
|and 285,555,605 shares issued and outstanding, respectively                       |  |          | 2,856      |             
|Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares |  |          |            |             
|Issued and outstanding, respectively                                              |  |          | —          |             
|Paid in capital                                                                   |  |          | 6,253,949  |             
|Accumulated deficit                                                               |  |          | (7,415,809 | )           
|Total Stockholders' (Deficit)                                                     |  |          | (1,159,004 | )           
|Total Liabilities and Stockholders' (Equity)                                      |  | $        | —          |             





The accompanying notes are an integral part of these financial statements.

F-1















PREMIER
PRODUCTS GROUP, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

(unaudited)





|                                                  |  | For the three months ended |             | For the six months ended
|------------------------------------------------- |  | -------------------------- | ----------- | ------------------------
|                                                  |  | June 30, 2019              |             | June 30, 2018           
|                                                  |  |                            |             |                         
|Revenue                                           |  | $                          | —           |                         
|                                                  |  |                            |             |                         
|Operating Expenses:                               |  |                            |             |                         
|Administrative expense                            |  |                            | —           |                         
|General and administrative                        |  |                            | —           |                         
|Professional Fees                                 |  |                            | —           |                         
|Total operating expenses                          |  |                            | —           |                         
|(Loss) from operations                            |  |                            | —           |                         
|Other expense                                     |  |                            |             |                         
|Gain (loss) on derivative liability               |  |                            | 4,918       |                         
|Interest expense                                  |  |                            | (6,864      | )                       
|Loss on issuance of shares for debt               |  |                            | —           |                         
|Income (loss) before provision for income taxes   |  |                            | (1,946      | )                       
|Provision for income taxes                        |  |                            | —           |                         
|Net (Loss)                                        |  | $                          | (1,946      | )                       
|                                                  |  |                            |             |                         
|Basic and diluted earnings(loss) per common share |  | $                          | (0.00       | )                       
|                                                  |  |                            |             |                         
|Weighted average number of shares outstanding     |  |                            | 285,555,605 |                         





The accompanying notes are an integral part of these financial statements.



F-2









PREMIER
PRODUCTS GROUP, INC.

Consolidated
Statements of Changes in Stockholders' Deficit

(unaudited)

For
the Six-Months Ended June 30, 2019 and 2018



|                           |  | Common Stock |             | Preferred Stock |  | Additional Paid-in |       | Accumulated |  | Total Stockholders'
|-------------------------- |  | ------------ | ----------- | --------------- |  | ------------------ | ----- | ----------- |  | -------------------
|                           |  | Shares       |             | Value           |  | Shares             |       | Value       |  | Capital            
|Balance, December 31, 2017 |  |              | 220,211,936 |                 |  | $                  | 2,202 |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Net income (loss)          |  |              |             |                 |  |                    |       |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Retirement of debt         |  |              | 65,343,669  |                 |  |                    | 653   |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Balance, March 31, 2018    |  |              | 285,555,605 |                 |  | $                  | 2,855 |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Net income (loss)          |  |              |             |                 |  |                    |       |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Balance, June 30, 2018     |  |              | 285,555,605 |                 |  | $                  | 2,855 |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Balance, December 31, 2018 |  |              | 285,555,605 |                 |  | $                  | 2,856 |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Net income (loss)          |  |              |             |                 |  |                    |       |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Balance, March 31, 2019    |  |              | 285,555,605 |                 |  | $                  | 2,856 |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Net income                 |  |              |             |                 |  |                    |       |             |  |                    
|                           |  |              |             |                 |  |                    |       |             |  |                    
|Balance, June 30, 2019     |  |              | 285,555,605 |                 |  | $                  | 2,856 |             |  |                    



The accompanying notes are an integral part of these financial statements.







F-3





PREMIER
PRODUCTS GROUP, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(unaudited)

As
of June 30, 2019





|                                                        |  | June 30, |         | June 30,
|------------------------------------------------------- |  | -------- | ------- | --------
|                                                        |  | 2019     |         | 2018    
|Cash Flows From Operating Activities:                   |  |          |         |         
|Net income (loss)                                       |  | $        | (87,636 | )       
|Adjustments to reconcile net income to net cash         |  |          |         |         
|Loss (gain) on derivative liability                     |  |          | (1,547  | )       
|Loss on issuance of shares for debt                     |  |          |         |         
|Changes in operating assets and liabilities:            |  |          |         |         
|Accounts payable and accrued expenses                   |  |          | 37,624  |         
|Net cash provided by (used for) operating activities    |  |          | (51,559 | )       
|                                                        |  |          |         |         
|Cash Flows From Investing Activities:                   |  |          |         |         
|Net cash provided by (used for) investing activities    |  |          | —       |         
|                                                        |  |          |         |         
|Cash Flows From Financing Activities:                   |  |          |         |         
|Proceeds from notes payable                             |  |          | 51,559  |         
|Net cash provided by (used for) financing activities    |  |          | 51,559  |         
|                                                        |  |          |         |         
|Net Increase (Decrease) In Cash                         |  |          | —       |         
|Cash At The Beginning Of The Period                     |  |          | —       |         
|Cash At The End Of The Period                           |  | $        | —       |         
|                                                        |  |          |         |         
|Supplemental disclosure of cash flow information:       |  |          |         |         
|Cash paid for interest                                  |  | $        | —       |         
|                                                        |  |          |         |         
|Non-Cash Financing Activities                           |  |          |         |         
|Common stock issued to retire debt and accrued interest |  | $        | —       |         





The accompanying notes are an integral part of these financial statements.

F-4





PREMIER
PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)



NOTE
1 – BASIS OF PRESENTATION



PREMIER
PRODUCTS GROUP, INC. (the Company”) has prepared the accompanying financial statements without audit. In the opinion of
management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows for all periods presented herein, have been made.



As
filed on Form 8-K with the Securities Exchange Commission on March, 1, 2018, the Company completed a Holding Company Reorganization,
whereby On February 22, 2018, the issuer (having been renamed, immediately prior to this Holding Company Reorganization, from
“Premier Products Group, Inc.” to “Valley High Mining Company”) completed a corporate reorganization (the
“Holding Company Reorganization”) pursuant to which Valley High Mining Company, as previously constituted (the “Predecessor”)
became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, Premier Products Group, Inc. (the “Holding
Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. The Holding
Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the
“DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent
corporations.



In
accordance with Section 251(g) of the DGCL, Premier Services, Inc. (“Merger Sub”), another newly formed Delaware corporation
and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and
into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the
“Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor,
the Holding Company and Merger Sub, dated February 22, 2018 (the “Merger Agreement”).



As
of the effective time of the Merger and in connection with the Holding Company Reorganization, all duly authorized outstanding
shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock
or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders
and other holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding
Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.



The
executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately
prior to the Holding Company Reorganization.



For
purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the
Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered
under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.



On
February 22, 2018, the Predecessor changed its name and then re-domiciled from Wyoming to Delaware. Immediately following such
re- domiciliation, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the
“Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor
immediately prior to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible
under Section 251(g)(4) of the DGCL. The Holding Company has the same authorized capital stock and the designations, rights, powers
and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the
Predecessor’s capital stock immediately prior to the Holding Company Reorganization.



The
common stock of the Holding Company trades on OTC Markets under the symbol “PMPG” under which the common stock of
the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the
Predecessor will no longer be publicly traded.



F-5





PREMIER
PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)





Based
on the preceding action, the Company is presenting the financial statements as consolidated financial statements, but also including
exhibits representing the respective income statement and balance sheet items associated with the new parent Holding Company and
the wholly-owned Predecessor company.



Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31,
2018 audited financial statements included in the Company’s Annual Report on Form 10-K, as filed with the United States
Securities and Exchange Commission (the “SEC”) on April 15, 2019. The results of operations for the period ended March
31, 2019 are not necessarily indicative of the operating results for the full year.



NOTE
2 – GOING CONCERN



The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has a working capital deficit and has not yet established an ongoing source of revenues sufficient to
cover its operating costs and allow it to continue as a going concern.



These
factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it consummates
a business combination. If the Company is unable to obtain adequate capital, it could be forced to cease operations.



In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s
plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient
to meet its minimal operating expenses and seeking equity and/or debt financing. 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 plans described
in the preceding paragraph and eventually secure other sources of financing and 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.



NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES



Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ
from those estimates.



Income
Taxes



The
Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.” This statement
requires an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No.
740, “Accounting for Income Taxes,” on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the
Company recognized no liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2018 and 2017
for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.



Interest
Accruals



The Company recognizes
interest accrued related to unrecognized tax liabilities in interest expense and penalties in operating expenses.





Loss Per Share



The computation of
loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC
Topic No. 260, “Earnings Per Share.”



Cash and Cash Equivalents



The Company considers
all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.



F-6





PREMIER
PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)



Recently Issued
Accounting Pronouncements



Management
has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s
management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.



FASB
ASU 2016-02 “Leases Topic 842)”– In February 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842), which amended the existing accounting standards for lease accounting to increase transparency and comparability
among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet.



We
adopted the standard effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently,
financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented
before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of
practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients,
we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification
for existing leases; or (3) costs previously capitalized as initial direct costs. As of June 30, 2019 we are not a lessor or lessee
under any lease arrangements.



FASB ASU 2018-02
“Income Statement- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated
Other Comprehensive Income”– Effective for all entities for fiscal years beginning after December 15, 2018, and
interim periods within those fiscal years. The amendments in this Update allow a reclassification from accumulated other comprehensive
income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate
the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial
statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts
and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from
continuing operations is not affected. The adoption of this update does not have a material effect on the Company.



FASB
ASU 2018-03 “Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value
Measurement” – In August 2018, the FASB issued ASU 2018-13. ASU 2018-13 removes certain disclosures, modifies
certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within
those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the effect that
this update will have on its financial statements and related disclosures.



FASB
ASU 2016-15 “Statement of Cash Flows (Topic 230)” –In August 2016, the FASB issued 2016-15. Stakeholders
indicated that there is a diversity in practice in how certain cash receipts and cash payments are presented and classified in
the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing
diversity in practice. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods
within those fiscal years. Early adoption is permitted. Adoption of this ASU will not have a significant impact on our statement
of cash flows.



Management has evaluated
other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant
impact on our consolidated financial statements and related disclosures.



Fair Value of Financial
Instruments



The
Company’s financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued
expenses, and derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish
a framework for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value,
and enhance disclosure requirements for fair value measurements.



The
Company utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s
stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives
are recognized in earnings in accordance with ASC 815.



F-7







PREMIER
PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)



The
fair value of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are
both unobservable and significant to the overall fair value measurement. We believe that the recorded values of all of our other
financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates
or durations.



The
Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level
fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets
or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).



Financial
assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:



Level
1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities
in an active market that management has the ability to access.



Level
2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs
that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives
and interest rate swaps).



Level
3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both
unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about
the assumptions a market participant would use in pricing the asset or liability.





When
the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement
is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company
conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs
may result in a reclassification for certain financial assets or liabilities.



|                                                                          |  | Balance
|------------------------------------------------------------------------- |  | -------
|Balance forward, January 1, 2018                                          |  | $      
|Total gains (losses) included in earnings, FY 2018                        |  |        
|                                                                          |  |        
|Balance, December 31, 2018                                                |  | $      
|Total gains (losses) included in earnings, six months ended June 30, 2019 |  |        
|                                                                          |  |        
|Ending balance, June 30, 2019                                             |  | $      





F-8





PREMIER
PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)



NOTE
4 – NON-CONSOLIDATED FINANCIAL INFORMATION





ASSETS
AND LIABILITIES – Quarter Ended June 30, 2019

|                                      |  | PARENT |         |  | SUBSIDIARY |  
|------------------------------------- |  | ------ | ------- |  | ---------- | -
|ASSETS                                |  |        |         |  |            |  
|Current Assets                        |  |        |         |  |            |  
|Total
    Cash on hand                |  | $      | -       |  |            | $
|                                      |  |        |         |  |            |  
|Total Current
    Assets              |  |        | -       |  |            |  
|Fixed Assets                          |  |        | -       |  |            |  
|TOTAL ASSETS                          |  |        | -       |  |            |  
|                                      |  |        |         |  |            |  
|Liabilities                           |  |        |         |  |            |  
|Accounts payable and accrued expenses |  | $      | 62,980  |  |            | $
|Contingent liability – legal          |  |        | -       |  |            |  
|Contingent liability
    – notes      |  |        | -       |  |            |  
|Derivative liability
    – warrants   |  |        | -       |  |            |  
|Notes payable –
    related parties   |  |        | 156,841 |  |            |  
|Notes payable                         |  |        | 8,285   |  |            |  
|Total Current Liabilities             |  |        | 228,126 |  |            |  
|                                      |  |        |         |  |            |  
|Total Liabilities                     |  | $      | 228,126 |  |            | $





STATEMENTS
OF OPERATION – Quarter Ended June 30, 2019



|                                        |  | PARENT |         |   | SUBSIDIARY |   |       
|--------------------------------------- |  | ------ | ------- | - | ---------- | - | ------
|REVENUES                                |  | $      |         |   |            | $ |       
|                                        |  |        |         |   |            |   |       
|COST OF GOOD                            |  |        | -       |   |            |   | -     
|                                        |  |        |         |   |            |   |       
|GROSS PROFIT                            |  |        | -       |   |            |   | -     
|                                        |  |        |         |   |            |   |       
|OPERATING EXPENSES                      |  |        |         |   |            |   |       
|Administrative expense                  |  |        | 15,000  |   |            |   | -     
|General and administrative              |  |        | -       |   |            |   | -     
|Management expense                      |  |        | -       |   |            |   | -     
|Professional Fees                       |  |        | 60,720  |   |            |   | -     
|TOTAL OPERATING
    EXPENSES            |  |        | 75,720  |   |            |   | -     
|                                        |  |        |         |   |            |   |       
|LOSS FROM OPERATIONS                    |  |        | (75,720 | ) |            |   | -     
|                                        |  |        |         |   |            |   |       
|OTHER INCOME (EXPENSES)                 |  |        |         |   |            |   |       
|Gain (loss) on derivative
    liability |  |        | -       |   |            |   | (3,371
|Interest expense                        |  |        | (2,387  | ) |            |   | (4,212
|Total Other Income
    (Expense)        |  |        | (2,387  | ) |            |   | (7,583
|                                        |  |        |         |   |            |   |       
|GAIN (LOSS) BEFORE INCOME TAXES         |  |        | (78,106 | ) |            |   | (7,583
|Provision for income
    taxes          |  |        | -       |   |            |   | -     
|NET INCOME (LOSS)                       |  | $      | (78,106 | ) |            | $ | (7,583
|                                        |  |        |         |   |            |   |       



F-10





PREMIER
PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)



NOTE
5 – RELATED PARTY TRANSACTIONS



Management Compensation



For
the three and six monthsended June
30, 2019, the Company paid its CEO, President, and CFO an aggregate of $0 as compensation. For the three and
six monthsended June 30, 2018, the Company paid its CEO/President/CFO an
aggregate of $0 as compensation.







NOTE
6 – ADVANCES AND NOTES PAYABLE TO RELATED PARTIES



Advances and notes payable
to related parties at June 30, 2019 and 2018 had an outstanding balance of $159,175 and $4,797, respectively.





NOTE
7 – NOTES PAYABLE AND DERIVATIVE LIABILITY



Notes Payable



At
the period ended June 30, 2019, the Company had third party notes payable and accrued interest in the amount of $462,715 compared
to $404,291 in the prior fiscal year ended December 31, 2018. The notes included notes to four unaffiliated parties at interest
rates of between 6% and 8% per year. The notes expired during the 2016 fiscal year and are not secured by collateral of the Company.
Several of these notes are in default and the Company is in communication with the holders to resolve these outstanding issues.
The notes are convertible into common stock, at the election of the holder, at discounts of between 40% and 50%. Two additional
notes, totaling $11,250 are convertible into common stock of the Company at $0.001. Additionally, the Company is carrying $225,200
in notes payable contingent liability representing three (3) prior notes that are either in dispute or the Company is unable to
substantiate.



Derivative
Liability



The
Company entered into an agreement, which has been accounted for as a derivative. The Company has recorded a loss contingency associated
with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be
estimated. The main factors that will affect the fair value of the derivative are the number of the Company’s shares outstanding
post acquisition or post offering and the resulting market capitalization.



ASC
Topic 815 (“ASC 815”) requires that all derivative financial instruments be recorded on the balance sheet at fair
value. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not
readily available, fair values are determined using market based pricing models incorporating readily observable market data and
requiring judgment and estimates.





F-11







PREMIER
                              PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)

The
Company issued warrants and has evaluated the terms and conditions of the conversion features contained in the warrants to determine
whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined
that the conversion features contained in the warrants represent freestanding derivative instruments that meet the requirements
for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the warrants
is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments of the
warrants was measured at the inception date of the warrants and each subsequent balance sheet date. Any changes in the fair value
of the derivative financial instruments are recorded as non-operating, non-cash income, or expense at each balance sheet date.



The
Company valued the conversion features in its warrants using the Black-Scholes model. The Black-Scholes model values the embedded
derivatives based on a risk-free rate of return of 0.0131%, grant dates at June 30,
2019 and December 31, 2018, the term of the warrant extending 3 years from the date of a “reverse merger”, conversion
of warrant shares is equal to 0.005% of the then outstanding common stock of the company, the conversion price is $0.001, current
stock prices on the measurement date ranging from $0.0063 to $0.011, and the computed measure of the Company’s stock volatility,
ranging from 214% to 371%.



Included
in the June 30, 2019 and December 31, 2018 financial statements is a derivative liability in the amount of $5,707 and $7,254,
respectively, to account for this transaction. It is revalued quarterly henceforth and adjusted as a gain or loss to the consolidated
statements of operations depending on its value at that time.



Included
in our Consolidated Statements of Operations for the sixmonths ended June
30, 2019 and year-end December 31, 2018 are $1,547 and $(2,110) in change of fair value of derivative in non-cash charges
pertaining to the derivative liability as it pertains to the gain (loss) on derivative liability and debt discount, respectively.



NOTE
8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES



For
the sixmonths ended June 30, 2019, the
Company recorded accounts payable and accrued expenses in the amount of $268,099, compared to the year ended December 31, 2018
of $237,340. The accounts payable and accrued expenses include $261,543 in legal and professional fees.



NOTE
9 – COMMITMENTS AND CONTINGENCIES



Contingent
Liabilities



The
Company recorded contingent liabilities for the six months ended June 30, 2019 in the amount of $422,483. The contingent liability
includes $197,283 for settlement of an arbitration plus accrued interest. Additional contingent liabilities has been accounted
for in the amount of $150,200 and $75,000 for notes payable. These notes date back to the purchase of the mineral properties with
a related party. The Company believes that these notes are to be discharged, however, until additional research and agreements
have been reached, the Company is treating the amount as a contingent liability.



F-12









PREMIER
                              PRODUCTS GROUP, INC.

Notes to the
Consolidated Financial Statements

June 30, 2019

(Unaudited)

Legal proceedings



In
March 2014, the Company entered into a settlement agreement with a third party. A dispute arose with respect to the Company’s
performance under such settlement agreement and, in accordance with the terms of such agreement, such party moved for arbitration
to resolve such dispute. The matter has been closed as of September 2016, with the Company recording a legal liability in the
amount of $125,000, plus $72,283 in accrued penalties and fees, to account for liability they have incurred.



On
February 24, 2015, the Company was named a defendant in a complaint filed by John Michael Coombs in the Third Judicial District
Court in and For Salt Lake County, State of Utah, alleging, among other things, Breach of Contract, in connection with a Warrant
Agreement issued by the Company to Mr. Coombs in 2010. Management has informed Mr. Coombs that it fully intends to honor the Warrant
Agreement and is in discussions to settle this matter.



NOTE
10 – CAPITAL STOCK



The
Company has authorized 500,000,000 number of shares of common stock with a par value of $0.00001. At June
30, 2019, the Company had 285,555,606 shares issued and outstanding.



The
Company has authorized 51 shares of preferred stock (Series B) with a par value of $0.001. At June 30, 2019, the Company had 51
shares issued and outstanding.



During the six months ended
June 30, 2019, no shares of common or preferred shares were issued by the Company.





NOTE
11 – SUBSEQUENT EVENTS



None.

F-13





Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



This
quarterly report on Form 10-Q and other reports filed by PREMIER PRODUCTS GROUP, INC. (the “Company”) from time to
time with the SEC (collectively, the “Filings”) contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and
assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements,
which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,”
“believe,” “estimate,” “expect,” “future,” “intend,” “plan,”
or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify
forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject
to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry,
and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed,
estimated, expected, intended, or planned.



Although
the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee
future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements
to actual results.



Our
financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments
and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments
and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities
as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.
Our financial statements would be affected to the extent there are material differences between these estimates and actual results.
In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s
judgment in its application. There are also areas in which management’s judgment in selecting any available alternative
would not produce a materially different result. The following discussion should be read in conjunction with our financial statements
and notes thereto appearing elsewhere in this report.



Plan
of Operation



As
of the date of this Report, we are an emerging growth company that is currently seeking a viable prospect to develop. We are not
limiting our search to any specific geographic region. Our plan of operation for the twelve months following the date of this
Report is to continue to review potential acquisitions in the resource sector. Currently, we are in the process of completing
due diligence investigation of a letter of intent executed on October 8, 2018. We do not have enough funds currently on hand to
cover our administrative expenses for the next 12 months and therefore we will need additional funding for the review, acquisition,
and development of a mining property once the same is identified. We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock or debt financing.



Results
of Operations



Comparison of Results
of Operations for the three months ended June 30, 2019 and 2018



Total
operating expenses, which included general and administrative expenses incurred during the three-month period, ended June30,
2019 were $0 compared to $1,107 during the similar period in 2018, a decrease of $1,107. This decrease was as a result of a
decrease in professional fees of $1,107 Additionally, we recorded other expenses of $1,355 for the three months ended June
30, 2019, which included $4,918 gainon derivative liability and $6,684
in interest expense, compared to the three months ended June 30, 2018, where we
recorded $2,834 change in derivative liability, interest expense of $6,852. We are currently actively engaged in
transitioning our business; incurring costs associated with identifying businesses opportunities.



As
a result, we incurred a net loss of $1,946, approximately $(0.00) per share, during our three-month period ended June
30, 2019, compared to a net loss of $5,125, approximately ($0.00) per share, during the three-month period ended June
30, 2018.



Comparison of Results
of Operations for the six months ended June 30, 2019 and 2018



Total
operating expenses, which included general and administrative expenses incurred during the six-month
period, ended June30, 2019 were $75,720 compared to $18,121 during the similar
period in 2018, an increase of $57,488. This increase was as a result of an increase in administrative expense of $6,955,
professional fees of $52,637, and a decrease in general and administrative expense of $1,993. Additionally, we recorded other
expenses of $11,916 for the sixmonths ended June
30, 2019, which included $1,547 gainon derivative liability and $13,463
in interest expense, compared to the six months ended June
30, 2018, where we recorded $(2,110) change in derivative liability, interest expense of $13,762 and loss on issuance
of shares for debt of $980,874. We are currently actively engaged in transitioning our business; incurring costs associated
with identifying businesses opportunities.

4









As
a result, we incurred a net loss of $87,636, approximately $(0.00) per share, during our six-month
period ended June 30, 2019, compared to a net loss of $1,014,867, approximately ($0.00)
per share, during the six-month period ended June
30, 2018.

Cash
flows from financing activities were $51,559 for the six-month period ended June
30, 2019, compared to $24,605 during the sixmonths ended June 30, 2019 as
a result of our issuance of debt instruments. Cash flows provided by investing activities were $0 for the three months ended June
30, 2019 and 2018.



Certain
of our shareholders have provided us with loans and contributions aggregating $299,009 as of June
30, 2019. These loans bare interest of 6% to 8% and are due upon demand. We utilized the funds from these loans to cover
our costs for working capital.



We
are not generating revenue from our operations, and our ability to implement our new business plan for the future will depend
on the future availability of financing. Such financing will be required to enable us to identify and develop alternative growing
methods, new business acquisition opportunities, and continue operations. We intend to raise funds through private placements
of our Common Stock and through short-term borrowing from our shareholders. Because we have not identified or secured a specific
acquisition as of the date of this report we cannot estimate how much capital we will need to fully implement our business plan
in the future and there are no assurances that we will be able to raise this capital. Our inability to obtain sufficient funds
from external sources when needed will have a material adverse effect on our plan of operation, results of operations and financial
condition. We need to raise additional funds in order to continue our existing operations, to initiate new projects and to finance
our plans to expand our operations for the next year.





Liquidity
and Capital Resources



As
of June 30, 2019, we had cash or cash equivalents of $0.



Net
cash used in operating activities was $51,559 during the six-month period ended June 30, 2019, compared to $24,689 for the six-month
period ended June 30, 2018. We anticipate that overhead costs in current operations will continue to increase in the future once
we identify and acquire additional business opportunities to develop.



Inflation



Although
our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results
of operations during the six-month period ended June 30, 2019.



Critical
Accounting Estimates



The
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues, and expenses,
and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of
our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial
condition and results of operations and that require management’s most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effects of matters that are inherently uncertain.



Leases– We follow the guidance in SFAS No. 13 ” Accounting for Leases,” as amended, which requires
us to evaluate the lease agreements we enter into to determine whether they represent operating or capital leases at the inception
of the lease.



Recently
Adopted Accounting Standards – As of November 1, 2011, we adopted new guidance on the testing of goodwill impairment
that allows the option to assess qualitative factors to determine whether performing the two step goodwill impairment assessment
is necessary. Under the option, the calculation of the reporting unit’s fair value is not required to be performed unless
as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than the
unit’s carrying amount. The adoption of this guidance impacts testing steps only, and therefore adoption did not have an
impact on our consolidated financial statements. As of November 1, 2011, we adopted new guidance regarding disclosures about fair
value measurements. The guidance requires that new disclosures related to activity in Level 3 fair value measurements. This guidance
requires purchases, sales, issuances, and settlements to be presented separately in the rollforward of activity in Level 3 fair
value measurements. There were various other accounting standards and interpretations issued during 2010 and 2011, none of which
are expected to have a material impact on our consolidated financial position, operations or cash flows.

5







Off-Balance
Sheet Arrangements



We
have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures,
or capital resources and would be considered material to investors.



Item
3. Quantitative and Qualitative Disclosures About Market Risk.



We are a smaller
reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

ITEM
4. CONTROLS AND PROCEDURES.



| | (a) | Evaluation
                                         of Disclosure Controls and Procedures.
| | --- | ------------------------------------------------------------------------------------------



Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report.



These
controls are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.



Based
on management’s assessment, management believes that, as of June 30, 2019, our internal control over financial reporting
presented a material weakness. The assessment is based on our inability to effectively implement comprehensive entity level internal
controls and we are unable to adequately segregate duties within the accounting department due to an insufficient number of staff,
and implement appropriate information technology controls.



Inherent
Limitations



Our
management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and
procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular,
many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has
resulted in erroneous reporting of financial data.



| | (b) | Changes
                                         in Internal Control over Financial Reporting.
| | --- | ----------------------------------------------------------------------------------------------



There
were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting. As such, there remains a material weakness in our internal control over financial
reporting.





6





PART
II. OTHER INFORMATION



Item 1. Legal Proceedings.







In
March 2014, the Company entered into a settlement agreement with one of its former CEO’s Andrew Telsey. A dispute arose
with respect to the Company’s performance under such settlement agreement and, in accordance with the terms of such agreement,
such party moved for arbitration to resolve such dispute. An agreement was reached in April 2015 during arbitration; however,
the Company was unable to perform under the settlement agreement. The Company has recorded a liability in the amount of $125,000,
plus accrued interest and fees of $72,283, to account for a total liability of $197,283, which was recorded as a judgment amount
in September 2016.



In
January 2019, we were notified by a previous law firm during the audit confirmation process that they intend to file suit for
the collection of unpaid fees. The Company has included the debt and indicated penalties and interest in their financial filings.



Other
than described above and as previously disclosed; we are currently not involved in any litigation that we believe could have a
material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our
common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities
as such, in which an adverse decision could have a material adverse effect.



Item
1A. Risk Factors.



We
believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report
on Form 10-K, filed with the SEC on April 15, 2019.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.



There
were no unregistered sales of the Company’s equity securities during the quarter ended June
30, 2019, that were not otherwise disclosed in a Current Report on Form 8-K.



Item
3. Defaults Upon Senior Securities.



There
has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with
respect to any indebtedness of the Company.



Item
4. Mine Safety Disclosures.



Not Applicable.



Item
5. Other Information.



There is no other
information required to be disclosed under this item that has not previously been reported.





7







Item 6. Exhibits.



|EXHIBIT
    NUMBER |  | DESCRIPTION                                                                                                                                                  
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                              
|31.1               |  | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
|                   |  |                                                                                                                                                              
|31.2               |  | Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
|                   |  |                                                                                                                                                              
|32.1               |  | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*           
|                   |  |                                                                                                                                                              
|32.2               |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*      
|                   |  |                                                                                                                                                              
|101.INS            |  | XBRL
    Instance Document*                                                                                                                                  
|                   |  |                                                                                                                                                              
|101.SCH            |  | XBRL
    Taxonomy Extension Schema Document*                                                                                                                 
|                   |  |                                                                                                                                                              
|101.CAL            |  | XBRL
    Taxonomy Extension Calculation Linkbase Document*                                                                                                   
|                   |  |                                                                                                                                                              
|101.DEF            |  | XBRL
    Taxonomy Extension Definition Linkbase Document*                                                                                                    
|                   |  |                                                                                                                                                              
|101.LAB            |  | XBRL
    Taxonomy Extension Label Linkbase Document*                                                                                                         
|                   |  |                                                                                                                                                              
|101.PRE            |  | XBRL
    Taxonomy Extension Presentation Linkbase Document*                                                                                                  



*Filed herewith







8





SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.







|                       | PREMIER
    PRODUCTS GROUP, INC
|---------------------- | -------------------------------
|                       |                                
|Date: October 26, 2020 | By:                            
|                       |                                
|                       |                                
|                       |                                



| | By: | /s/
    Arnold F. Sock                    
| | --- | ------------------------------------------
| |     | Name: Arnold F. Sock                      
| |     | Title: Interim Chief Financial
    Officer









9