UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2008 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO __________________ COMMISSION FILE NUMBER: 333-145469 PREMIER ENERGY CORP. -------------------- (Exact name of registrant as specified in its charter) FLORIDA 20-8724818 ------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) of incorporation or organization) 3 BAKLEY TERRACE, WEST ORANGE, NJ 07052 - --------------------------------- ----- (Address of principal executive offices) (Zip Code) (718) 536-4881 -------------- (Registrant's telephone number, including area code) PREMIER NURSING PRODUCTS CORP. ------------------------------ (Former name, former address and former fiscal year, if changed since last report) 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 [X] 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 [X] (Do not check if smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 210,600,000 shares of common stock are issued and outstanding as of October 3, 2008. EXPLANATORY NOTE: This Quarterly Report on Form 10-Q/A for the period ended August 31, 2008 is being filed to correct typographical errors which appeared in the certifications filed under Item 6. Exhibits in our Quarterly Report on Form 10-Q for the period ended August 31, 2008 as filed with the Securities and Exchange Commission on October 3, 2008. To correct these typographical errors we are re-filing the certifications as Exhibits 31.1, 31.2 and 32.1 to this Quarterly Report on Form 10-Q/A. Other than these corrected certifications, there are no other changes in our Quarterly Report on Form 10-Q for the period ended August 31, 2008 as filed with the Securities and Exchange Commission on October 3, 2008. ITEM 6. EXHIBITS. Exhibit No. Description - ------- ----------- 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer 32.1 Section 1350 Certification of principal executive officer and principal financial and accounting officer 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 Energy Corp. By: /s/ Michael Yuster ------------------ Michael Yuster President, Secretary Treasurer, principal executive officer, principal financial and accounting officer and sole Director Dated: October 7, 2008 2