Organization, Consolidation and Presentation of Financial Statements

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE A - ORGANIZATION AND BUSINESS

Organization and Business

The Company was incorporated in the State of Florida in 1982 under the name of S.O.I. Industries, Inc. and changed its state of incorporation to the State of Delaware in 1987. On December 10, 1996, the Company changed its name to Millennia, Inc. In February 2005, the Company changed its state of incorporation to the State of Nevada. On August 11, 2011, the Company changed its name to Bonamour Pacific, Inc.

Since its inception, the Company has been a diversified management company engaged, through its affiliates and subsidiaries, in various businesses. The Company's primary business has been to acquire and operate business operations through affiliates and subsidiaries and to provide management expertise to the affiliates and subsidiaries. Consequently, the Company has never had any operations of its own that were not part of one of its affiliates and/or subsidiaries.

From November 1998 to January 2005, the Company had no business operations. In January 2005, it acquired 100% of the common stock of Thoroughbreds, Inc. ("Thoroughbreds"), which became a wholly-owned subsidiary of the Company and recommenced operations.

Thoroughbreds was incorporated on March 27, 2000 under the laws of the State of Nevada and was formed for the purpose of buying and selling thoroughbred race horses of every age from broodmares, weanlings, yearlings and racing age horses. However, in 2004, Thoroughbreds changed its primary business purpose from buying and selling thoroughbreds to buying, training, racing and breeding thoroughbred horses.

On July28, 2010, the Company and Reunion Sports Group, LLC executed an Asset Purchase Agreement, under the terms of which the Company distributed 100% of the common stock of Thoroughbreds to Pam J. Halter and the operations of Thoroughbreds were discontinued and recorded to discontinued operations.

Effective August 11, 2011, the Company amended its Articles of Incorporation, thereby changing the name of the Company to "Bonamour Pacific, Inc." and effecting an increase in the number of authorized shares of Common Stock of the Company from 50,000,000 to 500,000,000.

Acquisition and Subsequent Foreclosure Related to Reunion Sports Group, LLC

On July 28, 2010, the Company entered into an Asset Purchase Agreement (the "Reunion Purchase Agreement") with Reunion Sports Group, LLC ("Reunion"), a Texas limited liability company, organized on April 5, 2007 for the purpose of acquiring minor league baseball operations.  Prior to the closing of the Reunion Purchase Agreement transaction, Reunion was in the business of operating six minor league baseball franchises.

Pursuant to the Reunion Purchase Agreement, on August 4, 2010, the Company incorporated United League Baseball, Inc. ("ULB"), a wholly-owned subsidiary formed in the state of Nevada, to acquire certain assets of Reunion, including the franchise agreements for Reunion's six minor league baseball teams, in exchange for 36,500,000 newly issued shares of the Company's common stock. The Reunion Purchase Agreement was accounted for as a reverse acquisition under the purchase method for business combinations.  To give effect to the terms of the Reunion Purchase Agreement, the Company fully satisfied all accounts payable and its debt obligation (in the amount of $3,501,891) to its principal shareholder, Pam J. Halter, by conveying to Ms. Halter (i) cash in the amount of $100,000.00, (ii) a promissory note payable by Reunion in the amount of $200,000, plus all interest accrued thereon, and (iii) 100% of the outstanding common stock of the Company's wholly-owned subsidiary, Thoroughbreds, and such shareholder delivered to the Company a release of further liability.

Acquisition and Subsequent Foreclosure Related to Reunion Sports Group, LLC (Continued)

In early 2011, Reunion defaulted on the $200,000 note due to Pam J. Halter (as assignee of the note from the Company), but entered into an agreement with Ms. Halter to extend the due date of such note to March 7, 2011. Reunion once again defaulted on the note but entered into an oral agreement with Ms. Halter under which she extended the note to April 18, 2011. Reunion defaulted on the single Note payment due April 18, 2011 and, on April 19, 2011, Ms. Halter foreclosed on the collateral under a mutual consent with Reunion.  By mutual oral consent, the parties agreed to forebear implementation of the foreclosure until May 8, 2011 to give Reunion additional time to fund its obligation.  Payment did not occur by such date, and the foreclosure became complete.  As a result, Ms. Halter acquired control of the 36,500,000 shares of common stock previously controlled by Reunion, leaving Ms. Halter with control over 93.98% of the outstanding common stock of the Company. As part of the consent agreement, ULB was conveyed to Reunion and Reunion agreed to assume any and all liabilities of ULB.

On April 19, 2011, all the then-current members of the Company's Board of Directors; namely John W. Bryant, Byron Pierce and Stanley Wright, resigned as officers and directors after  unanimously appointing Ms. Halter to become the sole director and President and Chief Executive Officer of the Company, which became effective on May 9, 2011.

Stock Purchase Agreement with Bon Amour

On June 23, 2011, Pam J. Halter, the Company, and Bon Amour International, LLC ("Bon Amour") executed a Stock Purchase Agreement (the "Halter Agreement"); pursuant to which Bon Amour purchased 6,837,837 shares of Company Common Stock, par value $0.001 per share ("Common Stock") from Ms. Halter.

On June 23, 2011, the Company also executed an additional Stock Purchase Agreement (the "Millennia Agreement," which together with the Halter Agreement are hereby collectively referred to as the "Purchase Agreements") with Bon Amour, pursuant to which Bon Amour purchased an additional 11,162,163 newly issued shares of Company Common Stock for a purchase price of $220,000.

As a result of the Purchase Agreements described above, Bon Amour acquired an aggregate of 18,000,000 shares, representing approximately 36% of the outstanding Common Stock of the Company.  Nathan Halsey is the sole Manager, Chief Executive Officer and President of Bon Amour. Bon Amour acquired the shares using funds from its working capital. In connection with the transactions consummated under the Purchase Agreements (the "Transactions"), (1) Pam J. Halter resigned as the Company's sole officer and Nathan Halsey was appointed as the President and Chief Executive Officer of the Company effective June 23, 2011, (2) Ms. Halter tendered her resignation as the Company's sole director and appointed Nathan Halsey as the new sole director of the Company, which become effective July 7, 2011, (3) the parties agreed that the Articles of Incorporation of the Company will be promptly amended to increase the shares of Common Stock authorized for issuance by the Company from 50,000,000 to 500,000,000 shares (the "Amendment"), (4) Ms. Halter agreed to vote all shares held by her by written consent to approve the Amendment, (5) the parties acknowledged and agreed that upon effectiveness of the Amendment, the Company will issue and sell additional shares of Common Stock to Bon Amour in consideration of its contribution of certain assets to the Company, and upon issuance thereof, Bon Amour will obtain a controlling interest in the issued and outstanding shares of Company Common Stock (the "Additional Issuance"), and (6) Ms. Halter agreed to vote her shares of Common Stock to elect and qualify a Board consisting of one person nominated by Bon Amour until such time as the Additional Issuance is consummated.

Basis of Presentation

The interim financial statements of the Company presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company's annual financial statements for the period ended December 31, 2010, as presented in the Company's Form 10-K filed on February 23, 2011.

Interim financial data presented herein is unaudited but, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.