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 overall business plan calls for us to invest in and develop a series of theme-based restaurant and bar properties that can evolve into stand alone chains or franchise opportunities. Because we have had limited investment capital and minimal access to capital markets, our strategy for our early operations has been to develop new restaurant and bar concepts through joint ventures, equity investments or partnership agreements.

- 5 -

By limiting the scope of our early operations to joint ventures, equity investments and partnership agreements, we have been able to:

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

* generate a small amount of secondary or alternative revenue streams by providing professional restaurant and bar management consulting services through the collective expertise of our 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:

Create a Fun, Energetic, Destination Drinking and Dining Experience. We wish to create and promote a fun, irreverent and socially interactive atmosphere. We 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 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 is carried throughout our guests' entire visit and involves 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 is primarily adult orientated. While children are 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 a fixed local time in the evening. We believe that this policy will help maintain a fun and relaxed atmosphere that appeals to adult guests, will help attract groups such as private parties and business organizations, and minimize exposure to liabilities from underage drinkers.

High Standard of Guest Service. We try 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. Greeters and servers are 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,

- 6 -

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.

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 $511 billion in sales during the course of 2006, up about 5.1% over 2005, and equal to about 4% of the U.S. Gross Domestic Product (GDP). The State of Florida, where we intend to focus all of our efforts during 2006, is expected to generate approximately $24.01 billion in restaurant sales, up about 6.9% over 2005.

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 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. 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 is very pleased with the operating results it has experienced with its initial unit and intends to expand the Players Grille concept in Jacksonville and throughout Florida with the opening of new corporate units later in fiscal 2006 and beyond.

- 7 -

Coconut Grove Group Joint Venture Project

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 initially 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 an affiliate shareholder, Adam Barnett of Miami, Florida, for US$250,000. This resulted in a one-time gain for us of $198,737.

On November 9, 2005 Mr. Barnett filed suit against Premier in the 44th Judicial District, Dallas County, Texas and is seeking unspecified damages unrelated to the CG Group interest or concept. However, because we never received payment in full from the sale of the CG Group interest, we have declared the purchase agreement in default, taken a one-time write-down of ($157,710) in the fourth quarter of fiscal 2005 as a result of this default, and are pursuing legal remedies through litigation.

Therefore, and at least until all legal issues have been resolved relating to the CG Group interest and Mr. Barnett, Premier does not expect to make any effort to resume developing and expanding the Coconut Grove concept.

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%) were free-trading, but relegated to a leak out agreement, with up to an additional five hundred thousand shares (500,000) of the Premier's common stock based on meeting certain revenue and profit targets.

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 Premier's treasury. Premier incurred a one-time write-down of $35,008 during the three-months ended June 30, 2005 for the discontinuing of Countrywide operations.

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 an assistant bar manager.

Recruiting. We actively recruit and select individuals who share our passion for guest service. Our selection process includes testing and multiple

- 8 -

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 for certain employees. 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 go 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.

Secret Shopper. Because we believe exceptional guest services are paramount to our success, we are employing 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 five to ten minute drive from our facility), 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

- 9 -

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.

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 March 15, 2006, we had 35 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 shareholder, 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 has no plans to begin charging us rent through the end of the current fiscal year ending December 31, 2006.

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

- 10 -

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 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.