SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 4, 2010
PREMIER ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Florida | 333-145569 | 20-8724818 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
14785 Preston Road, Suite 550, Dallas, Texas 75254
(Address of principal executive offices) (zip code)
972-789-5500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01Entry Into a Material Definitive Agreement
Item 2.01Completion of Acquisition or Disposition of Assets
On November 4, 2010, Premier Energy Corp. (the “Company”) entered into an agreement and release (the “Agreement”) with Auxerre Trading Limited (“Auxerre”). Pursuant to the Agreement, the Company disposed of its entire interest in its subsidiary, Karbon CJSC (“Karbon”), a corporation organized under the laws of the Russian Federation, and Auxerre, owner of 107,406,000 shares of the Company’s common stock (the “Auxerre Shares”), representing approximately 51% ownership of the Company’s issued and outstanding common shares, returned the Auxerre Shares to the Company for cancellation. Except for the fact that Auxerre was a shareholder of the Company prior to close, no materi al relationship exists between Auxerre and the Company and/or its affiliates, directors, officers or any associate of an officer or director. In addition, Auxerre has released the Company from any claims that it may have and assumed all obligations, liabilities and losses of Karbon (“Existing Liabilities”) and agreed to indemnify the Company from any losses associated with the Existing Liabilities.
Item 9.01Financial Statements and Exhibits
(a) Financial Information of Business Acquired
Not applicable.
(b)Proforma Financial Information
Unaudited Condensed Pro Forma Balance Sheet as of June 30, 2010 (1)
Unaudited Condensed Pro Forma Income Statement for the Six Months Ended June 30, 2010 (1)
Unaudited Condensed Pro Forma Income Statement for the year ended December 31, 2009 (1)
Notes to Unaudited Condensed Combined Pro Forma Financial Statements (1)
(1) | Attached as Exhibit A following the signature page. |
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| Exhibit No. | | Description |
| | | |
| 10.1 | | Agreement and Release entered by and between Premier Energy Corp. and Auxerre Trading Ltd. |
| | | |
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 hereunto duly authorized.
| | PREMIER ENERGY CORP. | |
| | | | |
| Dated: November 18, 2010 | By: | /s/ Dr. Anton Prodanovic | |
| | | Name: Dr. Anton Prodanovic Title: Chief Executive Officer and Director | |
| | | Title | |
| | | | |
EXHIBIT A
Pro Forma Financial Information.
Unaudited Condensed Pro Forma Balance Sheet as of June 30, 2010
Unaudited Condensed Pro Forma Income Statement for the Six Months Ended June 30, 2010
Unaudited Condensed Pro Forma Income Statement for the year ended December 31, 2009
Notes to Unaudited Condensed Combined Pro Forma Financial Statements
On November 4, 2010, the Premier Energy Corp. (“Premier” or the “Company”) disposed of its entire interest in its subsidiary, Karbon CJSC (“Karbon”) a corporation organized under the laws of the Russian Federation, pursuant to an agreement and release dated November 4, 2010 by and between the Company and Auxerre Trading Limited (“Auxerre”), owner of 107,406,000 shares of the Company’s common stock, representing approximately 51% ownership of the Company’s issued and outstanding common shares.
Under the terms of the agreement, the Company shall transfer its entire interest in Karbon to Auxerre for its 107,406,000 shares of the Company’s common stock.
As a result of the disposition the Company will have no significant operations.
The unaudited condensed pro forma statements of operations are presented reflecting the Company’s condensed audited income statement for the year ended December 31, 2009, the unaudited condensed income statement for the six-month period ended June 30, 2010 as if the disposition had occurred on January 1, 2009. The unaudited condensed pro forma balance sheet gives effect to the disposition of Karbon as if the transaction had taken place on June 30, 2010.
The unaudited condensed pro forma financial data and the notes thereto should be read in conjunction with the Company’s historical financial statements. The unaudited condensed pro forma financial data is based upon certain assumptions and estimates of management that are subject to change. The unaudited condensed pro forma financial data is presented for illustrative purposes only and is not necessarily indicative of any future results of operations or the results that might have occurred if the exchange transaction had actually occurred on the indicated date.
PREMIER ENERGY CORP. UNAUDITED PRO FORMA BALANCE SHEET |
| | | | | | | | | | Pro Forma | |
| | | Balance Sheet | | | Pro Forma | | | | Balance Sheet | |
| | | June 30 2010 | | | Adjustments | | Notes | | June 30 2010 | |
| ASSETS | | | | | | | | |
| Current Assets: | | | | | | | | | | |
| Cash | | $ | 11,604 | | | $ | (104 | ) | 1 | | $ | 11,500 | |
| Accounts and notes receivables, net | | | 90,527 | | | | (90,527 | ) | 1 | | | - | |
| Inventories | | | 113,242 | | | | (113,242 | ) | 1 | | | - | |
| Prepaid taxes and expenses | | | 415,696 | | | | (415,696 | ) | 1 | | | - | |
| Prepaid and other assets | | | 20,165 | | | | (20,165 | ) | 1 | | | - | |
| Total current assets | | | 651,235 | | | | | | | | | 11,500 | |
| | | | | | | | | | | | | | |
| Property, Plant and Equipment: | | | | | | | | | | | | | |
| Proven Oil and Gas properties | | | 7,785,853 | | | | (7,785,853 | ) | 1 | | | - | |
Less- accumulated depletion, depreciation and amortization | | | (3,860,772 | ) | | | 3,860,772 | | 1 | | | - | |
| Other property, plant and equipment | | | 98,093 | | | | (98,093 | ) | 1 | | | - | |
| Less- accumulated depreciation | | | (92,052 | ) | | | 92,052 | | 1 | | | - | |
| | | | 3,931,122 | | | | | | | | | - | |
| Deferred Income tax assets | | | 57,889 | | | | (57,889 | ) | 1 | | | - | |
| TOTAL ASSETS | | $ | 4,640,246 | | | | (4,678,795 | ) | | | $ | 11,500 | |
| | | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | |
| Current Liabilities: | | | | | | | | | | | | | |
| Accounts Payable | | | 1,069,928 | | | | (936,595 | ) | 1 | | | 132,333 | |
| Short term borrowings | | | 656,892 | | | | (556,892 | ) | 1 | | | 106,000 | |
| Short term account payable under out-of-court settlement | | | 84,801 | | | | (84,801 | ) | 1 | | | - | |
| Production taxes payable | | | 445,571 | | | | (445,571 | ) | 1 | | | - | |
| | | | 2,257,192 | | | | | | | | | 233,333 | |
| Long-Term Liabilities: | | | | | | | | | | |
| Asset retirement obligations | | | 606,059 | | | | (606,059 | ) | 1 | | | - | |
| TOTAL LIABILITIES | | | 2,863,251 | | | | | | | | | 233,333 | |
| STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
| Preferred stock | | | - | | | | | | | | | - | |
| Common Stock | | | 21,260 | | | | (10,741 | ) | 2 | | | 10,519 | |
| Additional Paid-in Capital | | | 10,503,677 | | | | | | | | | 10,503,677 | |
| Accumulated Deficit | | | (8,345,812 | ) | | | (2,390,216 | ) | 1 | | | (10,736,029 | ) |
| Accumulated other comprehensive income | | | (402,130 | ) | | | 402,130 | | 1 | | | - | |
| | | | 1,776,995 | | | | 391,389 | | - | | | (221,833 | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 4,640,246 | | | | (4,628,745 | ) | | | $ | 11,500 | |
| | | | | | | | | | | | | | |
| See accompanying notes to unaudited condensed pro forma financial statements | |
PREMIER ENERGY CORP. UNAUDITED PRO FORMA INCOME STATEMENT SIX MONTHS ENDED JUNE 30 , 2010 | |
| | | | | | | | | | Pro Forma | |
| | | Six months ended | | | Pro Forma | | | | June 30 2010 | |
| | | June 30, 2010 | | | Adjustments | | Notes | | Income Statement | |
| Operating revenues: | | | | | | | | | | |
| Oil and gas production revenue | | $ | 201,432 | | | | (201,432 | ) | 1 | | $ | - | |
| Operating expenses: | | | | | | | | | | | | - | |
| Oil and gas production expense | | | 610,808 | | | | (610,808 | ) | 1 | | | - | |
| Mineral extraction tax | | | 59,569 | | | | (59,569 | ) | 1 | | | - | |
| Depreciation, depletion and amortization | | | 139,607 | | | | (139,607 | ) | 1 | | | - | |
| Taxes other that income taxes | | | 27,161 | | | | (27,161 | ) | | | | - | |
| Marketing and transportation expenses | | | 146,163 | | | | (146,163 | ) | 1 | | | - | |
| General and administrative | | | 149,879 | | | | | | 1 | | | 149,879 | |
| | | | 1,133,187 | | | | | | | | | 149,879 | |
| Operating loss | | | (931,756 | ) | | | | | | | | (149,879 | ) |
| Other Income (Expense): | | | | | | | | | | | | | |
| Currency translation gain/(loss) | | | (8,790 | ) | | | 8,790 | | 1 | | | - | |
| Other Income | | | 43,409 | | | | (43,409 | ) | 1 | | | - | |
| Interest expense | | | (51,489 | ) | | | 51,489 | | 1 | | | - | |
| | | | (16,870 | ) | | | | | | | | - | |
| Loss Before Provision for | | | | | | | | | | | | | |
| Income Taxes | | | (948,625 | ) | | | | | | | | (149,879 | ) |
| Benefit(Provision) for Income Tax | | | (4,317 | ) | | | 4,317 | | 1 | | | - | |
| Net Loss | | $ | (952,942 | ) | | | | | | | | (149,879 | ) |
| Loss Per Share | | | | | | | | | | | | | |
| Basic and diluted | | $ | 0.00 | | | | | | | | $ | (0.00 | ) |
| Weighted Average Number of Shares Outstanding | | | 212,600,000 | | | | | | | | | 105,194,000 | |
See accompanying notes to unaudited condensed pro forma financial statements | |
PREMIER ENERGY CORP. UNAUDITED PRO FORMA INCOME STATEMENT YEAR ENDED DECEMBER 31, 2009 | |
| | | Year ended December 31, 2009 | | | Pro Forma Adjustments | | Notes | | Pro Forma Year Ended December 31, 2009 | |
| |
| | | | | | | | | | | |
| Operating revenues: | | | | | | | | | | |
| Oil and gas production revenue | | $ | 383,158 | | | | (383,158 | ) | 1 | | | - | |
| Operating expenses: | | | | | | | | | | | | - | |
| Oil and gas production expense | | | 150,573 | | | | (150,573 | ) | 1 | | | - | |
| Mineral extraction tax | | | 203,564 | | | | (203,564 | ) | 1 | | | - | |
| Depreciation, depletion and amortization | | | 353,450 | | | | (353,450 | ) | 1 | | | - | |
| Taxes other that income taxes | | | 57,417 | | | | (57,417 | ) | 1 | | | - | |
| Marketing and transportation expenses | | | 205,290 | | | | (205,290 | ) | 1 | | | - | |
| General and administrative | | | 536,991 | | | | | | | | | 536,991 | |
| | | | 1,507,284 | | | | | | | | | 536,991 | |
| Operating loss | | | (1,124,126 | ) | | | | | 1 | | | (536,991 | ) |
| Other Income (Expense): | | | | | | | | | 1 | | | | |
| Currency translation gain/(loss) | | | (24,387 | ) | | | 24,387 | | 1 | | | - | |
| Interest expense | | | (47,781 | ) | | | 47,781 | | 1 | | | - | |
| | | | (72,168 | ) | | | | | | | | - | |
| Loss Before Provision for Income Taxes | | | (1,196,294 | ) | | | | | | | | (536,991 | ) |
| Benefit(Provision) for Income Tax | | | (8,869 | ) | | | 8,869 | | | | | - | |
| Net Loss | | $ | (1,205,163 | ) | | | | | | | $ | (536,991.00 | ) |
| Loss Per Share | | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.01 | ) | | | | | | | $ | (0.01 | ) |
| Weighted Average Number of Shares Outstanding | | | 210,600,000 | | | | | | | | | 105,194,000 | |
See accompanying notes to unaudited condensed pro forma financial statements | |
PREMIER ENRGY CORP..
NOTES TO CONDENSED PRO FORMA UNAUDITED FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Financial Information
The Pro forma Unaudited Condensed Financial Statements have been prepared in order to present consolidated financial position and results of operations of the Company as if the disposition of Karbon had occurred as of June 30, 2010 for the pro forma condensed consolidated balance sheet and to give effect to the disposition of Karbon, as if the transaction had taken place at January 1, 2009 for the pro forma condensed consolidated statement of income for the six months ended June 30, 2010 and the year ended December 31, 2009.
The following pro forma adjustments are incorporated into the pro forma condensed consolidated balance sheet as of June 30, 2010 and the pro forma condensed consolidated income statement for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively.
(1) To record disposition of Karbon assets and liabilities to Auxerre and to give effect to elimination of revenues and direct expenses associated directly with Karbon operations
(2) To record receipt of 107,406,000 shares of Company’s common stock from Auxerre in connection with disposition of Karbon
A - 5
