Premier Energy Intends to Resume Development Drilling in Russia

DALLAS--(BUSINESS WIRE)--Premier Energy Corp. (OTCBB: PNRC - News), a U.S. based international oil and gas company organized under the laws of the State of Florida, currently owns majority interest of Karbon CJSC, which holds exploration and production license for the North-Kopanskoye Oilfield in the Orenburg Region in the Volga-Urals Basin. Premier Energy Corp. has announced that it signed a non-binding Letter of Intent with Rossgaz LLC to purchase the remaining interest in Karbon CJSC, a closed join stock company incorporated in the Russian Federation. Concurrently, a series of meetings have been successfully completed regarding the proposed funding of the planned development drilling program for the North-Kopanskoye Oilfield in 2009.Karbon CJSC is preparing to resume the planned development drilling subject to (i) successful completion of drilling agreements, (ii) release of the needed funds and (iii) Premier’s board approval.The above transactions including the acquisition of the remaining interest in Karbon, CJSC and the commencement of drilling are subject to the (i) drafting and negotiation of final definitive agreements, (ii) performing due diligence as well as (iii) board approval of Premier and Rossgaz and (iv) shareholder approval of Rossgaz. Further, Premier is required to raise the needed capital for the purchase of remaining interest in Karbon, CJSC as well as to support work...
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Premier Energy Signed Non-Binding Letter of Intent with Rossgaz LLC

DALLAS--(BUSINESS WIRE)--Premier Energy Corp. (OTCBB: PNRC - News), a U.S. based international oil and gas company organized under the laws of the State of Florida, announced today that it has signed a Non-Binding Letter of Intent with Rossgaz LLC, a limited liability company incorporated in the Russian Federation, to acquire all of the issued and outstanding securities of Speckrit LLC and the remaining 49% interest in Karbon CJSC, both owned by Rossgaz and its affiliates. The LOI sets forth the basic terms of the intended share purchase transaction and reflects the current, good faith intentions of Premier, Speckrit, Rossgaz and their respective stockholders. Premier Energy Corp. is responsible for raising all capital for the cash consideration of $65 million to be used to acquire the securities and retire outstanding debt. The transaction is required to close by November 10, 2009.Speckrit LLC, a limited liability company incorporated in the Russian Federation, holds a 20-year exploration and exploitation license granted in 2005 for the South-Chernushinskoye Field in the Perm Region. Speckrit owns all existing oil production and processing facilities at the field and has export rights to oil refineries at foreign destinations. Speckrit’s majority-owned subsidiary Alba Oil LLC, also incorporated in the Russian Federation, holds a 25-year exploration and exploitation license granted ...
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PREMIER ENERGY CORP. Financials

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PREMIER ENERGY CORP. Files SEC form 10-Q, Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-looking Information This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements. See our annual report in current filing 8-K/A for the year ended December 31, 2008 filed with the SEC on February 27, 2009. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results. The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand Premier Energy Corp., our operations, and our present business environment. This MD&A should be read in conjunction with "Item 1. Financial Statements" of this report on Form 10-Q. This overview summarizes the MD&A, which incl...
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PREMIER ENERGY CORP. Files SEC form 8-K, Change in Directors or Principal Officers

Show all filings for PREMIER ENERGY CORP. | Request a Trial to NEW EDGAR Online Pro Form 8-K for PREMIER ENERGY CORP. 19-Jun-2009Change in Directors or Principal Officers Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes...
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PREMIER ENERGY CORP. Files SEC form 10-Q, Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-looking Information This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements. See our annual report in current filing 8-K/A for the year ended December 31, 2008 filed with the SEC on February 27, 2009. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results. RESULTS OF OPERATIONS The following discussion and analysis summarizes the results of operations of the Company for the three-month periods ended March 31, 2009 and 2008. COMPARISON OF THREE MONTHS ENDED MARCH 31, 2009 AND 2008 Management's Discussion and Analysis of Financial Condition and Results of Operations. The following Management's Discussion and Analysis...
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PREMIER ENERGY CORP. Files SEC form 10-K, Annual Report

Item 7. Management's Discussion and Analysis or Plan of Operations. FORWARD-LOOKING STATEMENTS The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations. The following discussion and analysis should be read in conjunction with the financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. Our immediate priority is to secure suitable financing to continue with the business of Karbon as a result of the recent transaction. Prior to concluding the merger Premier's sole purpose was the acquisition or combination with a business prospect. This was critical to insure our survival and to preserve our shareholder's investment in our common shares. Even with the completed transaction the company will have to obtain sufficient capital to sustain its operations in that Karbon operations are currently not profitable. This discussion historically relates to financial results of Premier Energy as a standalone entity prior to its merger with Karbon. One should also refer to the financial statements of Karbon and related proformas filed on form 8/A and filed as an exhibit to this form and to managements discussion of operations contained in that document. Unless necessary funding is secured in a timely fashion, we believe our operation post merger with Karbon m...
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PREMIER ENERGY CORP. Files SEC form 8-K/A, Completion of Acquisition or Disposition of Assets, Unregistered Sale of E

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 30, 2009, we entered into a Share Exchange Agreement with Auxerre Trading Ltd., a British Virgin Islands Company ("Auxerre") pursuant to which we acquired 51% of the outstanding securities of Karbon in exchange for 107,406,000 shares of our common stock (the "Karbon Acquisition"). Considering that, following the merger, Auxerre controls the majority of our outstanding voting common stock and we effectively succeeded our otherwise minimal operations to those that are theirs, Karbon is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of Karbon securities for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, we have not recognized any goodwill or other intangible assets in connection with this reverse merger transaction. Karbon is the surviving and continuing entities and the historical financials following the reverse merger transaction will be those of Karbon. We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of 51% of KARBON pursuant to the terms of the share exchange agreement. As a result of such acquisition, our operations, in addition to the acquisition, exploration and development, if warranted, of prospective oil and gas properties, will include (i) consulting and working together with KARBON to plan and execute any exploration and development activities they conduct, (ii) reviewing annualized budgets from KARBON, and (iii) approving costs in excess of certain prescribed amounts by KARBON. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations. On January 30, 2009, prior to the Karbon Acquisition and the iss...
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