PREMIER ENERGY CORP. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - PREMIER ENERGY CORP.	ex321.htm
EX-31.1 - EXHIBIT 31.1 - PREMIER ENERGY CORP.	ex311.htm
EX-31.2 - EXHIBIT 31.2 - PREMIER ENERGY CORP.	ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark one)

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended September 30, 2009

|_| TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from ____________ to _____________

Commission file number 333-145569

PREMIER ENERGY CORP.

(Exact Name of Registrant as specified in its charter)

Florida	20-8724818
(State or other jurisdiction of incorporation organization)	(IRS Employer Identification No.)

14785 Preston Road, Suite 550

Dallas, Texas 75254

(Address of principal executive offices)

(972) 789-5151

(Issuer's telephone number)

Indicate by check mark whether registrant (1) 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filter and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

As of November 23, 2009, there were 210,600,000 shares of the issuer's common stock issued and outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements.	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26

Item 4.	Controls and Procedures.	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	27

Item 1a.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27

Item 3.	Defaults Upon Senior Securities.	27

Item 4.	Submission of Matters to a Vote of Security Holders.	27

Item 5.	Other Information.	27

Item 6.	Exhibits.	27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PREMIER ENERGY CORP. AND SUBSIDARY

Condensed Consolidated Balance Sheets

PREMIER ENERGY CORP. AND SUBSIDARY

Consolidated Balance Sheets

ASSETS
					September 30, 2009			December 31,
			Note		(unaudited)			2008
Current Assets:
		Cash			$	280		$	52
		Accounts and notes receivables, net				125,476			85,369
		Inventories		5		128,665			121,171
		Prepaid taxes and expenses		6		432,846			451,765
		Prepaid and other assets		7		50,092			13,323
						737,359			671,680


Property, Plant and Equipment:
		Proven Oil and Gas properties (successful efforts), at cost				8,071,288			8,266,831
		Less- accumulated depletion, depreciation and amortization				(3,747,105	)		(3,594,193	)
		Other property, plant and equipment				100,537			102,396
		Less- accumulated depreciation				(87,736	)		(82,169	)
						4,336,984			4,692,865

Deferred Income tax assets				10		46,827			78,683

TOTAL ASSETS					$	5,121,170		$	5,443,228


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
		Accounts Payable		8	$	567,245		$	315,624
		Short term borrowings		9		522,113			310,194
		Production taxes payable				210,011			148,602
						1,299,369			774,420
	.
Long-Term Liabilites:
		Deferred income tax liabilities				-			-
		Long Term Notes Payables				120,862
		Provision for litigations		11		84,883			96,319
		Asset retirement obligations		12		590,581			566,279
						796,326			662,598

TOTAL LIABILITIES						2,095,695			1,437,018

STOCKHOLDERS' EQUITY
		Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding
		Common Stock, $0.0001 par value, 250,000,000 shares authorized, 210,600,000 shares issued and outstanding at September 30, 2009 and December 31, 2008		13		21,060			21,060
		Additional Paid-in Capital				10,271,174			10,271,174
		Accumulated Deficit				(6,944,646	)		(6,102,629	)
		Accumulated other comprehensive income				(322,112	)		(183,395	)
						3,025,476			4,006,210

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					$	5,121,170		$	5,443,228

See accompanying notes to unaudited condensed consolidated financial statements.

PREMIER ENERGY CORP. AND SUBSIDARY

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008

Operating revenues:
Oil and gas production revenue	$	139,578		$	260,754		$	299,083		$	732,292
Other revenue		-			481			-			481
		139,578			261,235			299,083			732,773
Operating expenses:
Oil and gas production expense		69,051			77,232			162,138			289,703
Mineral extracton tax		46,809			107,908			116,376			388,683
Depreciation, depletion and amortizaton		79,037			92,922			227,547			290,244
Taxes other that income taxes		14,829			23,285			43,723			87,708
Loss on sales proven proven properties		-			111,979			-			111,979
Marketing and transportation expenses		62,063			65,282			142,043			255,124
General and administrative		209,381			142,251			364,452			218,907
		481,170			618,159			1,056,279			1,642,348

Operating loss		(341,592	)		(356,924	)		(757,196	)		(909,575	)

Other Income (Expense):
Currency translation gain/(loss)		10,809			(22,147	)		(22,930	)		(6,937	)
Interest expense		(12,072	)		(15,602	)		(34,953	)		(47,191	)
		(1,263	)		(37,749	)		(57,883	)		(54,128	)

Loss Before Provision for
Income Taxes		(342,855	)		(394,673	)		(815,079	)		(963,703	)


Benefit(Provision) for Income Tax		(3,107	)		36,188			(26,938	)		107,391

Net Loss	$	(345,962	)	$	(358,485	)	$	(842,017	)	$	(856,312	)

Loss Per Share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number of Shares Outstanding		210,600,000			210,600,000			210,600,000			210,600,000

See accompanying notes to unaudited condensed consolidated financial statements.

PREMIER ENERGY CORP. AND SUBSIDIARY

Condensed Consolidated Statement of Stockholders’ Equity

For the period January 1, 2009 through September 30, 2009

(Unaudited)

													Accumulated
								Additional		Accumulated			Other
	Comprehensive					Common		Paid-in		Deficit			Comprehensive
	income/(loss)			Shares		Stock		Capital					Income			Total


Balance at January 1, 2009					210,600,000	$	21,060	$	10,271,174	$	(6,102,629	)	$	(183,395	)	$	4,006,210

Net loss for nine months ended September 30, 2009	$	(842,017	)								(842,017	)					(842,017	)

Foreign currency translation adjustment		(138,717	)											(138,717	)		(138,717	)
	$	(980,734	)

Balance at September 30, 2009					210,600,000	$	21,060	$	10,271,174	$	(6,944,646	)	$	(322,112	)	$	3,025,476

See accompanying notes to unaudited condensed consolidated financial statements.

PREMIER ENERGY CORP. AND SUBSIDIARIES

Condensed Consolidated Statement of Cash Flows

(Unaudited)

	Nine months ended			Nine months ended
	September 30, 2009			September 30, 2008
Cash flows from operating activities
Net (loss)		(842,017	)		(856,311	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, depletion and amortization		227,579			290,244
Interest expense		34,953			47,191
Loss on disposals and impairments of assets		-			111,979
Deferred income taxes		31,856			(190,639	)
Provision for litigations		-			96,709
Changes in operating assets and liabilities:
Accounts and notes receivable		(70,107	)		200,197
Inventories		(7,493	)		38,108
Prepaid expenses and taxes		18,919			101,379
Prepaid and others assets		(6,770	)		(15,014	)
Accounts payable and accrued expenses		370,983			(427,613	)
Taxes payable		61,410			(16,086	)

Net Cash Flows used in operating activities		(180,687	)		(619,856	)

Cash flows from investing activities
Payments to Acquire Oil and Gas properties		(541	)		-
Payments to Acquire Property, Plant and Equipment		-			(2,123	)
Net cash used in investing activities		(541	)		(2,123	)

Cash flows from financing activities
Short-term Borrowings		213,419			438,063
Net cash provided by financing activities		213,419			438,063
Effect of exchange rate changes on cash and cash equivalents		(31,960	)		183,874
Net increase (decrease) in cash and cash equivalents		231			(42	)
Cash and cash equivalents at beginning of period		52			162
Cash and cash equivalents at end of period		283			120

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-
Income taxes paid	$	4,599		$	1,130

See accompanying notes to unaudited condensed consolidated financial statements.

PREMIER ENERGY CORP.

AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

Note 1 - Basis of Presentation, Organization and Business Overview

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring accruals, necessary to present fairly our financial position, results of operations and cash flows. Interim results are not necessarily indicative of the results that may be expected for the entire year.

These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period ended December 31, 2008, as filed with the Securities and Exchange Commission (“SEC”). The financial statements included herein as of September 30, 2009, and for the nine month periods ended September 30, 2009 and 2008, are unaudited, and in the opinion of management, the information furnished reflects all material adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and of the results for the interim period presented

Premier Energy Corp. fka Premier Nursing Products, Corp. (the "Company") was incorporated under the laws of the State of Florida on December 26, 2006. On September 25, 2008 the Board of Directors and holder of a majority of our issued and outstanding common stock adopted a resolution changing the name of Premier Nursing Products Corp. to Premier Energy Corp. and in connection therewith on September 25, 2008 filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Florida. The effective time of the name change will be close of business on October 6, 2008. There were no mandatory exchange of stock certificates. Following the name change, the share certificates which reflected our prior name continue to be valid. Certificates reflecting the corporate new name will be issued in due course as old share certificates are tendered for exchange or transfer to our transfer agent in activities raising capital.

On January 30, 2009, the Company entered into a Share Exchange Agreement with Auxerre Trading Ltd., a British Virgin Islands Company (“Auxerre”) pursuant to which the Company 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 the Company’s outstanding voting common stock and the Company 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 the Company’s net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, the Company (Premier) will not recognize any goodwill or other intangible assets in connection with this reverse merger transaction. Karbon is the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of Karbon. As a result, of this reverse merger and recapitalization, Karbon’s stockholders’ equity has been restated in terms of Premier’s legal equity for all periods presented in these financial statements. In accordance with Statement of Position 98-5 (“SOP 98-5”), the Company expensed $82,698 representing the excess of liabilities over the assets at January 31, 2009 the date of the transaction as organization costs.

All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

Premier was 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, the Company’s 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, the Company believes that acquisition has caused us to cease to be a shell company as we no longer have nominal operations and also are no longer considered a development stage enterprise as of the effective date of this transaction.

On January 30, 2009, prior to the Karbon Acquisition and the issuance of the 107,406,000, ZRV Consulting, Inc., the former majority shareholder of Premier, returned 107,406,000 shares of common stock of Premier for cancellation.

The accompanying unaudited condensed consolidated financial statements include the accounts of Premier Energy Corp., and its legal subsidiary KARBON, CJSC after eliminating all intercompany transactions. KARBON, CJSC was organized October 16, 2000 as a Closed Joint Stock Company under the Civil Code of the Russian Federation and carries on its principal activity in the territory of the Russian Federation.

In conjunction with the transaction with Karbon, Premier adopted the December 31 year end of Karbon the operating company and the accounting successor.

The registered address of the Karbon is: 1A Ilekskaya Street, 460034, Orenburg Russia.

The principal activity of the Company is the exploration and production of oil and gas within the Russian Federation.

Note 2 - Summary of significant accounting policies

Business and economic environment

The Russian Federation has been experiencing political and economic change, which has affected and will continue to affect the activities of enterprises operating in this environment. Consequently, operations in the Russian Federation involve risks, which do not typically exist in other markets.

The accompanying unaudited condensed consolidated financial statements reflect management’s assessment of the impact of the business environment in the country in which the Company operates and the financial position of the Company. The future business environments may differ from management’s assessment.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates of oil and gas reserve quantities provide the basis for calculations of depletion, depreciation, and amortization (“DD&A”) and impairment, each of which represents a significant component of the accompanying unaudited condensed consolidated financial statements.

Revenue

The Company derives revenue primarily from the sale of produced natural gas and crude oil. The Company reports revenue as the gross amount received before taking into account production taxes and transportation costs, which are reported as separate expenses. Revenue is recorded in the month the Company’s production is delivered to the purchaser, but payment is generally received between 30 days after the date of production. No revenue is recognized unless it is determined that title to the product has transferred to a purchaser.

Reporting currency

The Company maintains its accounting records in Russian roubles. The Company’s functional currency is the Russian rouble.

The Company’s reporting currency is United States Dollar ($). The balance sheet is translated into US Dollars at a principal rate of exchange. The statement of income is translated at average principal rate of exchange for the appropriate periods.

The principal rate of exchange used for translating foreign currency balances was following:

as of September 30, 2009				$1 = RUB30.09;
as of December 31, 2008				$1 = RUB29.38;
as of March 31, 2008				$1 = RUB25.25;
as of December 31, 2007				$1 = RUB24.55.

Average principal rate used of exchange income and expenses were following:

for nine months period ended September 30, 2009	$1 = RUB32.48;
for year ended December 31, 2008	$1 = RUB24.85;
for nine months period ended September 30, 2008	$1 = RUB24.04;
for year ended December 31, 2007	$1 = RUB25.08.

Resulting translation adjustments are reflected as a separate component of comprehensive income.

The exchange rate fluctuation of the Russian Rouble against the US Dollar may affect the book value of the Company’s assets and liabilities.

Accordingly, the translation of amounts recorded in this currency into US dollars should not be construed as a representation that such currency amounts have been, could be or will in the future be converted into US dollars at the exchange rate shown or at any other exchange rate.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less.

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Accounts and notes receivable

Accounts and notes receivable are recorded at their transaction amounts less provisions for doubtful debts. Provisions for doubtful debts are recorded to the extent that there is a likelihood that any of the amounts due will not be obtained. As of September 30, 2009 and December 31, 2008 the Company did not have any allowances for uncollectible accounts receivable.

Property, plant and equipment

Fixtures and fittings are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected economic life of the asset. Gains and losses on the sale of property, plant and equipment are included in other business income. Costs related to repair and maintenance activities are expensed in the period in which they are incurred and significant renewals and improvements are capitalized.

Vehicles under capital leases are initially recorded at the present value of minimum lease payments. These assets are amortized using the straight-line method over the shorter of lease term or the estimated useful life of the asset.

Expected economic life of the assets is summarized as follows:

Office equipment

5 years

Vehicles

5 years

Useful life and depreciation methods are regularly reviewed in order to ensure the methods and depreciation periods remain appropriate.

Oil and Gas Properties

In accordance with ASC code, Financial Accounting and Reporting by Oil and Gas Producing Companies, oil and gas properties and the related expenses are recognized under the successful efforts method. This method prescribes that certain exploration costs, including the costs of exploratory dry holes, delay rentals, geological and geophysical costs are charged to expense when incurred.

Exploratory well costs (including costs associated with stratigraphic test wells) are initially capitalized pending determination of whether commercial oil and gas reserves have been discovered by the drilling effort. The length of time necessary for this determination depends on the specific technical or economic difficulties in assessing the recoverability of the reserves. If a determination is made that the well did not encounter oil and gas in economically viable quantities, the well costs are expensed and are reported in "exploration expenses".

Exploratory drilling costs are temporarily capitalized pending determination of whether the well has found proved reserves if both of the following conditions are met:

·	The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditure is made; and

·	Satisfactory progress toward ultimate development of the reserves is being achieved, with the Company making sufficient progress assessing the reserves and the economic and operating viability of the project.

The Company evaluates the progress made on the basis of regular project reviews which take into account the following factors:

First, if additional exploratory drilling or other exploratory activities (such as seismic work or other significant studies) are either underway or firmly planned, the Company deems there to be satisfactory progress. For these purposes, exploratory activities are considered firmly planned only if they are included in the Company’s three-year exploration plan/budget.

In cases where exploratory activity has been completed, the evaluation of satisfactory progress takes into account indicators such as the fact that costs for development studies are incurred in the current period, or that governmental or other third-party authorizations are pending or that the availability of capacity on an existing transport or processing facility awaits confirmation.

Costs, including "internal" costs relating to drilling and equipping of development wells, including development dry holes, as well as costs required for drilling and equipping of injection wells in the process of oil and gas reserves development, are capitalized. These costs are included in oil and gas properties in the balance sheet.

Depreciation, depletion and amortization of capitalized costs of oil and gas properties is calculated using the unit-of-production method based upon proved reserves for the cost of property acquisitions and proved developed reserves for development costs.

Production and related overhead costs are expensed as incurred.

Impairment of long-lived assets

Long-lived assets, including blocks with proved oil and gas reserves, are assessed for potential impairment in accordance with Accounting Standards Codification subtopic 360-10 (SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets).

Oil and gas properties are assessed whenever events or circumstances indicate potential impairment. If the carrying value of oil and gas properties is not recoverable through undiscounted cash flows, impairment is recognized. The impairment is determined on the basis of the estimated fair value of oil and gas properties which, in turn, is measured by discounting future net cash flows. Discounted future cash flows from oil and gas fields are based on the management estimates of future prices that rely on recent actual prices and published prices for forward transactions; such prices are applied to forecast production volumes at particular fields with further discounting for the expected risk level.

Forecast production volumes shall be understood as reserves, including probable reserves that are proposed to be extracted using a known amount of capital expenditures. Production volumes and prices correspond to the internal plans and forecasts, as well as other data in the published financial statements. Assumptions regarding future prices and costs used to assess oil and gas properties for impairment differ from those used in the Standardized measure of proved oil and gas reserves. During the years ended December 31, 2008, 2007 and 2006, no property impairments were recorded.

Grouping of assets for the purpose of impairment is performed on the basis of the lowest level of identifiable cash flows that are largely independent of the cash flows from other groups of assets – as a rule, for oil and gas properties such level is represented by the field. Long-lived assets intended by management for use during a period not exceeding one year are recorded at the lower of depreciated value or fair value, less selling expenses.

Acquisition costs of unproved oil and gas properties are assessed for impairment on a regular basis and any estimated impairment is charged to expense.

Asset retirement obligations

The Company has asset retirement obligations associated with its core business activities. The nature of the assets and potential obligations are as follows:

Exploration and Production – The Company’s exploration, development and production activities involve the use of the following assets: wells, related equipment, operating site and in-field pipeline.

Generally, licenses and other regulatory acts require that such assets be decommissioned upon the completion of production. According to these requirements, the Company is obliged to decommission wells, dismantle equipment, restore the sites and perform other related activities. The Company’s estimates of these obligations are based on current regulatory or license requirements, as well as actual dismantling and other related costs. Asset retirement obligations are calculated in accordance with ASC Topic 410-20 (SFAS 143, Accounting for Asset Retirement Obligations).

Deferred tax

Deferred tax assets and liabilities are measured using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognized to the extent it is more likely than not that future taxable profit will be available against which the temporary differences can be applied. Deferred tax is calculated using the tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and that are expected to apply when the deferred tax asset concerned is realized or the deferred tax liability is settled.

Interest-bearing borrowings

The Company’s financial instruments including cash and cash equivalents, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Company’s credit facility approximates its fair value as it bears interest at a floating rate.

The Company had $522,113 in loans outstanding under its credit agreements as of September 30, 2009 and $310,194 in loans outstanding under its credit agreements as of December 31, 2008.

Contingencies

Certain conditions may exist as of the balance sheet date, which may result in losses to the Company but the impact of which will only be resolved when one or more future events occur or fail to occur.

If a Company’s assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued and charged to the statement of income. If the assessment indicates that a potentially material loss is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, is disclosed in the notes to the financial statements. Loss contingencies considered remote or related to unasserted claims are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.

Income Taxes

Until January 1, 2009 operations in the Russian Federation are subject to Federal and city income tax rates that total 9.5% and a regional income tax rate that varies from 10.5% to 14.5% at the discretion of the individual regional administration. The combined statutory tax rate in the Russian Federation is 24%.

Starting on January 1, 2009, the combined statutory tax is 20% (Federal and city income tax rates that total 2.0% and a regional income tax rate that varies from 13.5% to 18.0%.

The U.S. Parent has had only losses from inception and has established a reserve equal to 100% of any benefit for Net Operating Loss Carryforwards.

Stock-based Compensation

The Company follows Accounting Standards Codification subtopic 718-10 (SFAS No. 123R "Share-Based Payment" ("SFAS 123R"), a revision to SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123.) The company has yet to award any stock compensation, so the adoption of the this pronouncement has had not material effect on the financial statements

Loss per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Accounting Standards Codification subtopic 260-10 (Financial Accounting Standards No. 128, "Earnings per Share."). As of September 30, 2009 and 2008, there we no common share equivalents outstanding.

Business Segments

The Company operates in one segment and therefore segment information is not presented.

Fair Value of Assets and Liabilities

Effective June 1, 2008, the Company adopted ASC 820 (Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157)), which provides a framework for measuring fair value under GAAP. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

There are three general valuation techniques that may be used to measure fair value, as described below:

A)	Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B)	Cost approach – Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Financial assets and liabilities are valued using either level 1 inputs based on unadjusted quoted market prices within active markets or using level 2 inputs based primarily on quoted prices for similar assets or liabilities in active or inactive markets. For certain long-term debt, fair value is based on present value techniques using inputs derived principally or corroborated from market data. Using level 3 inputs using management’s assumptions about the assumptions market participants would utilize in pricing the asset or liability. In the Company’s case this entailed assumptions used in pricing models for attached warrant calculations. Valuation techniques utilized to determine fair value are consistently applied.

The Company’s short-term debt is the only item that is subject to ASC 820 in the amounts of $522,113 and $310,194 at September 30, 2009 and December 31, 2008, respectively.

Recent accounting pronouncements

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167, which amends ASC 810-10, Consolidation (“ASC 810-10”), prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (“VIE”) and eliminates the quantitative model prescribed by ASC 810-10. The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE. SFAS 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE. A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE. SFAS 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. This statement is effective for fiscal years beginning after November 15, 2009. The Company plans to adopt SFAS 167 effective January 1, 2010. The adoption of SFAS 167 is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets (“SFAS 166”). SFAS 166 removes the concept of a qualifying special-purpose entity from ASC 860-10, Transfers and Servicing (“ASC 860-10”), and removes the exception from applying ASC 810-10. This statement also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. SFAS 166, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative. This statement is effective for fiscal years beginning after November 15, 2009. The Company plans to adopt SFAS 166 effective January 1, 2010. The adoption of SFAS 166 is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force, that provides amendments to the criteria for separating consideration in multiple-deliverable arrangements. As a result of these amendments, multiple-deliverable revenue arrangements will be separated in more circumstances than under existing U.S. GAAP. The ASU does this by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. A vendor will be required to determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This ASU also eliminates the residual method of allocation and will require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the overall arrangement proportionally to each deliverable based on its relative selling price. Expanded disclosures of qualitative and quantitative information regarding application of the multiple-deliverable revenue arrangement guidance are also required under the ASU. The ASU does not apply to arrangements for which industry specific allocation and measurement guidance exists, such as long-term construction contracts and software transactions. ASU No. 2009-13 is effective beginning January 1, 2011. The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial condition.

In October 2009, the FASB issued ASU No. 2009-14, Certain Revenue Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force, that reduces the types of transactions that fall within the current scope of software revenue recognition guidance. Existing software revenue recognition guidance requires that its provisions be applied to an entire arrangement when the sale of any products or services containing or utilizing software when the software is considered more than incidental to the product or service. As a result of the amendments included in ASU No. 2009-14, many tangible products and services that rely on software will be accounted for under the multiple-element arrangements revenue recognition guidance rather than under the software revenue recognition guidance. Under the ASU, the following components would be excluded from the scope of software revenue recognition guidance: the tangible element of the product, software products bundled with tangible products where the software components and non-software components function together to deliver the product’s essential functionality, and undelivered components that relate to software that is essential to the tangible product’s functionality. The ASU also provides guidance on how to allocate transaction consideration when an arrangement contains both deliverables within the scope of software revenue guidance (software deliverables) and deliverables not within the scope of that guidance (non-software deliverables). ASU No. 2009-14 is effective beginning January 1, 2011. The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial condition.

Note 3 - Going concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2009, the Company had not yet achieved profitable operations giving rise to substantial doubt as to the Company’s ability to continue as a going concern.

Note 3 - Going concern (continued)

The Company's ability to continue as a going concern is dependent upon:

(i) raising additional capital to fund operations and to complete the recapitalization,

(ii) the further development of the North-Kopanskoye oilfield and,

(iii) ultimately, the achievement of profitable operations.

Management is currently contemplating several additional financing sources to fund operations until profitability can be achieved. However, there can be no assurance that additional financing can be obtained on conditions considered by management to be reasonable and appropriate, if at all. The financial statements do not include any adjustments that might arise as a result of this uncertainty.

Note 4 - Concentration of credit risk

Substantially all of the Company's receivables are within the oil and gas industry, primarily from purchasers of oil and gas. Although diversified among many companies, collectability is dependent upon the financial wherewithal of each individual company as well as the general economic conditions of the industry. The receivables are not collateralized. To date the Company has had minimal bad debts.

During nine months period ended September 30, 2009, sales to one unrelated customers represented 100% of total revenue (over nine months ended September 30, 2008 – sales to hundred unrelated customers represented 100% of total revenue).

Note 5 - Inventories.

Inventories are summarized as follows:

	As of September 30, 2009 (unaudited)		As of December 31, 2008

Inventories of crude oil (less valuation allowance $41,802 and $90,241 as of September 31, 2009 and December 31, 2008, respectively)	$	32,272	$	23,608
Raw materials		96,392		97,563
	$	128,665	$	121,171

Note 6 - Prepaid taxes and expenses.

Prepaid taxes and expenses include:

	As of September 30, 2009 (unaudited)		As of December 31, 2008

VAT receivable	$	420,518	$	432,160
Current Income Tax Receivables		4,021		115
Other taxes receivable		7,604		19,249
Deferred expenses		703		241
	$	432,846	$	451,765

Note 7 - Prepaid and other assets.

Prepaid and other assets include:

	As of September 30, 2009 (unaudited)		As of December 31, 2008

Prepayments	$	20,092	$	10,773
Loans to related parties		-		2,550
Advances to Employees		30,000		-
	$	50,092	$	13,323

Note 8 - Accounts payable and accrued expenses

Accounts payable and accrued expenses are summarized as follows:

	As of September 30, 2009 (unaudited)		As of December 31, 2008

Trade accounts payable	$	245,227	$	234,183
Wages and salaries payable		85,289		33,810
Other accounts payable		236,729		47,631
	$	567,245	$	315,624

Note 9 - Borrowings

The Company borrows operating funds under several loans agreements with non-financial institutions:

	As of September 30, 2009 (unaudited)		As of December 31, 2008

Interest free, unsecured loans from RossGas, LLC a related party (debt is repayable on mutual consent)	$	119,266	$	-
Interest free, unsecured loans from Vlasov N.V. a related party (debt is repayable on mutual consent)		84,740		-
Interest free, unsecured loans from Galazov A.A. a related party (debt is repayable on mutual consent)		103,349		-
Interest free, unsecured loan from Tintrade Limited ($300,000 is overdue, for disclosure see Note 11)		200,000		300,000
Interest free, unsecured loans from members of staff		14,758		10,194
	$	522,113	$	310,194

As of February 10, 2009, Karbon reached an out-of-court settlement with Tintrade Ltd and subsequently settled approximately $11,300 worth of court fees according to the payment plan agreed upon with Tintrade Ltd.

Note 10 - Deferred tax assets and liabilities

Deferred tax assets and liabilities are composed of the following items:

	GROSS ASSETS				GROSS LIABILITIES						NET ASSETS
	As of September 30, 2009 (unaudited)		As of December 31, 2008		As of September 30, 2009 (unaudited)			As of December 31, 2008			As of September 30, 2009 (unaudited)			As of December 31, 2008

Property, plant and equipment	$	443	$	544	$	-		$	-		$	443		$	544
Proved Oil and Gas properties		11,368		31,441		-			-			11,368			31,441
Inventories		8,360		21,658		-			-			8,360			21,658
Accounts payable		1,256		3,088		-			-			1,256			3,088
Assets retirement obligations		35,038		33,798		-			-			35,038			33,798
Borrowings		-		-		(9,638	)		(11,846	)		(9,638	)		(11,846	)
Deferred tax assets/(liabilities)	$	56,464	$	90,529	$	(9,638	)	$	(11,846	)	$	46,827		$	78,683

Temporary differences between these financial statements and tax records gave rise to deferred income tax assets and liabilities as of September 30, 2009 as above.

Note 11 – Provision for litigation

The Company is litigating with Tintrade Limited, a lender of the Company, with regard to repayment of a $300,000 loan that matured in June 2003. The lender is also claiming penalties and court fees to be recovered.

The Company has paid $100,000 off their liability to Tintrade Limited as part of an out-of-court settlement agreement and service of payment commitment.

Full provision for the amounts in questions has been recognized in the reporting period.

Note 12 – Assets retirement obligations

	As of September 30, 2009 (unaudited)		As of December 31, 2008

Beginning asset retirement obligation	$	555,881	$	616,185
Liabilities incurred		-		-
Liabilities settled		-		-
Accretion expense		11,737		61,059
Revision to estimated cash flows		-		-
Foreign currency translation		22,962		(110,965	)
Ending asset retirement obligation	$	590,581	$	566,279

The asset retirement obligations represent the estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from owned and leased acreage, and land restoration.

Note 13 - Stockholders' Equity

All descriptions and transactions that affect stockholders’ equity are in terms of Premier (See Note 1).

On May 30, 2008, the Company increased its number of authorized shares of common stock from 100,000,000 (One Hundred Million Common Shares) to 250,000,000 (Two Hundred and Fifty Million Common Shares) and the Par Value changed from ($.001) to ($.0001). The Aggregate par value of the Common Shares changed from ($10,000) TO ($25,000) and the Aggregate par value of the Preferred changed from ($10,000) TO ($1,000). The number of authorized preferred shares remained at 10,000,000.

On July 28, 2008 the Corporation's Board of Directors and the holder of a majority of its issued and outstanding common stock adopted resolutions approving an eighteen for one (18:1) forward stock split of the Corporation's issued and outstanding common stock, par value $0.0001 per share. The split became effective August 8, 2008. All prior amounts have been adjusted retroactive for the stock split.

On September 5, 2008, the Company and its principal shareholder and executive officer, entered into an agreement with ZRV Consulting Inc. pursuant to which ZRV acquired 162,000,000 shares of Premier for a cash consideration of $300,000. The transaction was completed on September 5, 2008. As a result of the transaction, there are currently outstanding 210,600,000 common shares of which ZRV owns 162,000,000 common shares or approximately 77% of the outstanding common shares.

Note 14 - Operating lease

The following is a schedule by years of future minimum rental payments required under operating lease that have initial or remaining non cancelable lease terms in excess of one year as of September 30, 2009:

US Dollars

3 months ended December 31, 2009	$	15,777
Year ended December 31, 2010		-
	$	15,777

The Company rents office space and the monthly rental as at September 30, 2009 was $2,568. The Monthly Rental is paid on or before the first day of each month. The Tenancy Agreement expires in December 2009. The Company has the exclusive right to extend the term of the Tenancy whereas the Owner has the right to revise the Monthly Rental.

Further, the company rents 3 plots of land and the monthly rental as at September 30, 2009 was $2,691. The Monthly Rental is paid on or before the first day of each month. The Land Lease Agreement expires in December 2009. The Company has the exclusive right to extend the term of the Lease through to December 2014 whereas the Owner has the right to revise the Monthly Rental.

Note 15 - Related party transactions

In the nine month period ended September 30, 2009, related parties paid for expenses on behalf of the Company. The related parties are entities owned by a major shareholder of Premier Energy Corp. In the nine month period ended September 30, 2009 the Company did not enter into transactions with related parties that are material either to the Company or any related party, or that are unusual in their nature of conditions.

Annual and nine months periods’ balances with related parties are set out below:

	As of September 30, 2009 (unaudited)		As of December 31, 2008
Receivable from related parties:
Receivable from companies under common control and key members of staff, non-interest bearing loans	$	-	$	2,551
Total receivable from related parties	$	-	$	2,551
Payable to related parties:
Payable to companies under common control, trade	$	163,875	$	136,911
Payable to companies under common control, non interest bearing		322,113		10,194
Total payable to related parties	$	485,987	$	147,105

Note 16 - Commitments, contingencies and operating risks

Capital expenditure, exploration and investment programs

The entity owns and operates the asset (natural gas and crude oil reserves located in the North Kopanskoye Field) under which it has commitments for capital expenditure in relation to its exploration programs. It relates to an existing license agreement in the Russian Federation.

Development plan calls for the implementing of pressure maintenance by water flooding both the Artinsky-1 and Bashkirian A4 Central oil reservoirs. A combination of procedures and injectors totaling 18 wells in Artinsky-1 reservoir and 9 wells in the Bashkirian A4 Central reservoir are scheduled to be active when the water flood development plant are fully implemented. Additionally, two wells are scheduled to be completed in the Bashkirian A4 South reservoir, which will be produced by primary depletion.

The capital commitments to undertake the drilling and oilfield construction activities envisaged by the North Kopanskoye Field exploration and development plan, were assessed and estimated by the management to be in the region of $70,000,000 to $73,000,000. Unless the Company is able to raise sufficient capital, the Company will not be able to meet its license obligations and may not be able to continue as a going concern.

Russian Business Environment

While there have been improvements in the Russian economic situation, such as an increase in gross domestic product and a reduced rate of inflation, Russia continues economic reforms and development of its legal, tax and regulatory frameworks as required by a market economy. The future stability of the Russian economy is largely dependent upon these reforms and developments and the effectiveness of economic, financial and monetary measures undertaken by the government. In addition, laws and regulations, including interpretations, enforcement and judicial processes, continue to evolve in Russia. Other laws and regulations and certain other restrictions have a significant effect on the Company's industry, including, but not limited to the following issues: rights to use subsurface resources, environmental matters, site restoration, transportation and export, corporate governance, taxation, etc.

Political environment

Trading activity and the profit derived there from may be affected by political, statutory, financial and administrative changes, including the changes in environment protection legislation that are currently underway in Russia.

Insurance

During the normal course of business disputes and claims may arise and there can be uncertainties surrounding the ultimate resolution of these matters.

Taxation

The taxation system in the Russian Federation is relatively new and is characterized by frequent changes in legislation, official pronouncements and court decisions, which are often unclear, contradictory and subject to varying interpretation by different tax authorities. Taxes are subject to review and investigation by a number of authorities, which have the authority to impose severe fines, penalties and interest charges. A tax year remains open for review by the tax authorities during the three subsequent calendar years.

Russian transfer pricing rules were introduced in 1999, giving Russian tax authorities the right to make transfer pricing adjustments and impose additional tax liabilities in respect of all “controlled” transactions, provided that the transaction price deviates from the market price by more than 20%. Controlled transactions include transactions between related entities and certain other types of transactions between independent parties, such as foreign trade transactions with significant (by more than 20%) price fluctuations.

The Russian transfer pricing rules are vaguely drafted, leaving wide scope for interpretation by Russian tax authorities and courts. Due to the uncertainties in interpretation of transfer pricing legislation, the tax authorities may challenge the Company’s prices and propose an adjustment. If such price adjustments are upheld by the Russian courts and implemented, the Company’s future financial results could be adversely affected. In addition, the Company could face significant losses associated with the assessment of prior tax underpaid and related interest and penalties, which could have an adverse effect on the Company’s financial condition and results of operations. The Company’s management believes that such transfer pricing related tax contingencies are remote and therefore may not have any significant impact on the Company’s financial statements.

Environmental liabilities

Potential liabilities that may arise as a result of changes in laws and regulations and settlement of the civil disputes can not be reliably assessed but they may prove to be material. Under existing legislation, management believes that there are no significant unrecorded liabilities which could have a significant adverse effect on the operating results or financial position of the Company.

Environmental protection

Environmental protection liabilities are carried in accounts when they arise and can be reliably measured and when there are probabilities of arising of such liabilities.

Pension Benefits

The Company makes payments to State Pension Fund of Russian Federation. These payments are calculated by the employer as a percentage of salary expense and are expensed as they are incurred.

Employment Agreement

On October 16, 2008 The Company entered into an employment agreement with Dr. Prodanovic. Under the terms of the 24 month agreement, he will serve as Chief Executive Officer. In addition, during the term of the agreement we agreed to cause him to be successively nominated for election to the Board of Directors. As compensation, the Company agreed to pay Dr. Prodanovic an annual base salary of $100,000, which such base is subject to annual merit review and increase as deemed appropriate by the Board, together with bonus compensation in amounts as may be determined by the Board. The Company has agreed to issue Dr. Prodanovic options to purchase 200,000 of our common stock. As of September 30, 2009 the Options have not be granted and the Company is currently negotiating the terms. He is also entitled to participate in such benefit packages as we provide to similarly situated employees, four weeks paid vacation and 10 paid holidays. The agreement contains customary provisions related to non-compete, confidentiality, non-solicitation and invention assignment. As of September 30, 2009 the Company recorded accrued salary of $95,833.33.

The agreement may be terminated by us for cause as set forth in the agreement, by us without cause, or by Dr. Prodanovic under certain circumstances. If we terminate the agreement for cause, he is not entitled to any severance benefits. If we should terminate the agreement without cause, we are obligated to pay Dr. Prodanovic an amount equal to his monthly base salary for the greater of 24 months or until he is hired in a new position which is consistent with his experience and stature. If such new position pays less than his then current base salary we are obligated to pay the difference for the balance of the 24 month severance period. If his employment in the new position should terminate prior to the expiration of the 24 month severance period, we are obligated to pay his monthly base salary during the remaining period. In the event we should fail to appoint Dr. Prodanovic Chief Executive Officer and a member of our Board of Directors in any successive periods during the term of the agreement, should we fail to compensate him pursuant to the terms of the agreement, or if there is a material breach of the agreement, Dr. Prodanovic is entitled to terminate the agreement and we shall be obligated to pay him the same severance benefits had we terminated the agreement without cause

Note 17 - Subsequent events

None.

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 includes the following sections:

•

Executive Summary – an executive summary of our results of operations for the three-month period and nine-month period ended September 30, 2009.

•

Critical Accounting Estimates – a discussion of the accounting estimates that are most critical to aid in fully understanding and evaluating our reported financial results and that require management’s most difficult, subjective or complex judgments.

•

New Accounting Standards – a discussion of recently issued accounting standards and their potential impact on our consolidated financial statements.

•

Results of Operations – an analysis of the Company’s unaudited condensed consolidated results of operations for each of the three months and nine months ended September 30, 2009 and 2008, which have been presented in its unaudited condensed consolidated financial statements. In order to assist the reader in understanding our business as a whole, certain metrics are presented for each of our segments.

•

Liquidity and Capital Resources – an analysis of cash flows, off-balance sheet arrangements, stock repurchases and the impact of changes in interest rates on our business.

RESULTS OF OPERATIONS

The following discussion and analysis summarizes the results of operations of the Company for the nine-month periods ended September 30, 2009 and 2008.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

EXECUTIVE SUMMARY

The following is an executive summary of what Premier Energy Corp. believes are important results as of and during the three months ended September 30, 2009, which should be considered in the context of the additional discussions herein and in conjunction with its unaudited condensed consolidated financial statements. We believe such highlights are as follows:

•

Net revenues for the three months ended September 30, 2009 decreased 46% to $0.14 million from $0.26 million in the comparable period in 2008.

•

Gross profit margin decreased 41.6% for the three months ended September 30, 2009 to 16.9% from 29.1% in the comparable period in 2008, primarily resulting from lower sales.

•

Selling, general and administrative expenses as a percentage of revenue were 150.01% and 54.4% for the three months ended September 30, 2009 and 2008, respectively, which was primarily due to decreases in, among other factors, additional legal, consult and audit expenses.

•

Marketing and transportation expenses were almost same for both period ie $0.06 million at the three month period ended September, 2008 and September 30, 2009.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

EXECUTIVE SUMMARY

The following is an executive summary of what Premier Energy Corp. believes are important results as of and during the nine months ended September 30, 2009, which should be considered in the context of the additional discussions herein and in conjunction with its unaudited condensed consolidated financial statements. We believe such highlights are as follows:

•

Net revenues for the nine months ended September 30, 2009 decreased 59% to $0.29 million from $0.73 million in the comparable period in 2008.

•

Deterioration in current ratio (defined as current assets divided by current liabilities) of 62.62% at September 30, 2009 as compared to 86.73% at December 31, 2008.

•

Gross profit margin decreased 7.3% points for the nine months ended September 30, 2009 to (6.87)% from (7.4)% in the comparable period in 2008, primarily resulting from lower sales.

•

Selling, general and administrative expenses as a percentage of revenue were 121.86% and 29.8% for the nine months ended September 30, 2009 and 2008, respectively, which was primarily due to increases in, among other factors, additional legal, consult and audit expenses.

•

Marketing and transportation expenses were down by 44%, value falling from $0.22 million at the nine month period ended September, 2008 to $0.16 million at September 30, 2009.

CRITICAL ACCOUNTING ESTIMATES

Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amount of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, estimates, assumptions and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Item 1. Financial Statements. Please also refer to our transition report on Form 10-K for the transition period ended December 31, 2008 filed with the SEC on May 1, 2009 for a more detailed discussion of our critical accounting estimates.

NEW ACCOUNTING STANDARDS

RESULTS OF OPERATIONS

Three Months Ended September, 2009 and 2008

The following summarizes our operational highlights during three months ended September 30, 2009:

The Company’s oil operations consist of its development and production efforts in the Russian Federation. The following table sets forth its domestic oil operating results for three months ended September 30, 2009 and September 30, 2008 (in US Dollars):

	For three months ended September 30,
	2009		2008

Oil revenue	$	139,578	$	260,754

Net Oil sold (Bbls)		4,864		5,153
Average price of oil sold (per bbl)	$	28.69	$	50.60
Average production and transportation cost (per bbl)	$	36.58	$	48.07

During three months ended September 30, 2009, the Company’s domestic oil revenues were down by 46.5%, due to decreased oil production by 16% and decrease of selling price by 43%.

The Company’s domestic oil operating expenses decreased 37.4%, value falling from $0.18 million at the prior the three month period ended September 30, 2008 to $0.11 million at September 30, 2009. The decrease in rate of Mineral Extraction Tax (NDPI), marketing and transportation expenses and oil and gas production expense are the primary reason for the overall decrease in the operating expenses. Falling oilfield costs and the same level of production during the period of three months ended September 30, 2009 resulted in lower costs per bbl.

Nine Months Ended September, 2009 and 2008

The following summarizes our operational highlights during nine months ended September 30, 2009:

The Company’s oil operations consist of its development and production efforts in the Russian Federation. The following table sets forth its domestic oil operating results for nine months ended September 30, 2009 and September 30, 2008 (in US Dollars):

	For nine months ended September 30,
	2009		2008

Oil revenue	$	299,083	$	732,292

Net Oil sold (Bbls)		16,188		20,787
Average price of oil sold (per bbl)	$	18.48	$	35.23
Average production and transportation cost (per bbl)	$	25,98	$	44.91

During nine months ended September 30, 2009, the Company’s domestic oil revenues were down by 59%, due to decreased oil production by 32.4% and decrease of selling price by 47.6%.

The Company’s domestic oil operating expenses decreased 58.9%, value falling from $0.68 million at the prior the nine month period ended September 30, 2008 to $0.28 million at September 30, 2009. The decrease in rate of Mineral Extraction Tax (NDPI), marketing and transportation expenses and oil and gas production expense are the primary reason for the overall decrease in the operating expenses. Falling oilfield costs and the same level of production during the period of nine months ended September 30, 2009 resulted in lower costs per bbl.

The exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil is highly competitive and capital intensive. As in any commodity business, the market price of the commodity produced and the costs associated with finding, acquiring, extracting, and financing the operation are critical to profitability and long-term value creation for stockholders. Generating reserve and production growth while containing costs represents an ongoing focus for management and is made particularly important in our business by the natural production and reserve decline associated with oil and gas properties. In addition to developing new reserves, we compete to acquire additional reserves, which involve judgments regarding recoverable reserves, future oil and gas prices, operating costs and potential environmental and other liabilities, title issues and other factors.

Since September 30, 2009 there have been no significant material developments.

Results of Operations achieved during three months ended September 30, 2009 Compared to three months ended September 30, 2008

We generate all of our revenues in Russian Rubles (RUR). Our revenues have been affected by fluctuations in foreign currency exchange rates.

Records of our Proven Oil and Gas Properties as well as other Property, Plant and Equipment have been also affected by fluctuations in foreign currency exchange rates in the US GAAP accounts.

We had net loss from continuing operations for the three months ended September 30, 2009 of $0.345 million compared to a net loss of $0.358 million for the same period in 2008. Factors contributing to the $0.0125 million decrease in net loss from three months ended September 30, 2008 to three months ended September 30, 2009 included the following:

·	Oil production net of our interest for three months ended September 30, 2009 was 4,864 Bbls resulting in $139,578 worth of oil sales, at an average wellhead price of $28.69 per Bbls for the three months ended September 30, 2009.
·	In 2008, our net production was 5,153 Bbls resulting in $260,754 worth of oil sales, at an average wellhead price of $50.60.
·	The 16.3% decrease in production volumes resulted from abandonment of oil production from Wells 108, 130 and 133 due to operating necessity of work over activities.

Our marketing and transportation expenses and production taxes (mineral extraction tax) for three months ended September 30, 2009 decreased to $108,872 (36% over three months ended September 30, 2008).

General and administrative expenses increased from $142,251 for the three months ended September 30, 2008 to $209,382 for the three months ended September 30, 2009, due largely to:

·	Increase in audit, legal, advisory and accounting expense due to the Premier Energy Corp. appointed lawyers, auditors and advisers charging additional professional fees associated to compliance with SEC reporting rules and requirements.

Results of Operations achieved during nine months ended September 30, 2009 Compared to nine months ended September 30, 2008

We generate all of our revenues in Russian Rubles (RUR). Our revenues have been affected by fluctuations in foreign currency exchange rates.

Records of our Proven Oil and Gas Properties as well as other Property, Plant and Equipment have been also affected by fluctuations in foreign currency exchange rates in the US GAAP accounts.

We had net loss from continuing operations for the nine months ended September 30, 2009 of $0.84 million compared to a net loss of $0.86 million for the same period in 2008. Factors contributing to the $0.014 million decrease in net loss from nine months ended September 30, 2008 to nine months ended September 30, 2009 included the following:

·	Oil production net of our interest for nine months ended September 30, 2009 was 16,188 Bbls resulting in $299,083 worth of oil sales, at an average wellhead price of $18.48 per Bbls for the nine months ended September 30, 2009.
·	In 2008, our net production was 20,787 Bbls resulting in $732,292 worth of oil sales, at an average wellhead price of $35.23.

·	The 32% decrease in production volumes resulted from abandonment of oil production from Wells 108, 130 and 133 due to operating necessity of work over activities.

Our marketing and transportation expenses and production taxes (mineral extraction tax) for nine months ended September 30, 2009 decreased to $258,419 (59% over nine months ended September 30, 2008).

General and administrative expenses increased from $218,907 for the nine months ended September 30, 2008 to $364,453 for the nine months ended September 30, 2009, due largely to:

·	Increase in audit, legal, advisory and accounting expense due to the Premier Energy Corp. appointed lawyers, auditors and advisers charging additional professional fees associated to compliance with SEC reporting rules and requirements.

LIQUIDITY AND CAPITAL RESOURCES

We have historically met our capital requirements through the issuance of common stock, obtaining contributions of Additional Paid-In Capital from ou r parent and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity by the revenues generated from the sales of crude oil due to increased production, however, if we do not generate sufficient sales revenues we will continue to finance our operations through equity and/or debt financings. There is no guarantee that we will be able to generate adequate revenues or obtain further capital through equity and/or debt. In the event that we do not generate adequate revenue or raise capital, our operations will be negatively impacted.

As the most expeditious way to quickly increase production output, Karbon CJSC has commenced a program of repairs and modernization of the existing wells in the North-Kopanskoye Oilfield in accordance with the approved schedule for work-over of the shut-in oil wells. The exploration wells drilled in 1980s, and subsequently completed and produced, have been shut-in in the meantime due to needed repairs. The current plans call for routine re-work on two shut-in wells and full work-over on additional two shut-in wells by the end of 2009. The aim is to increase production rate in this year from the present 60 bopd to the expected 400 bopd from the existing wells. We expect to engage local Russian contractors, Almaz Service and ServiceNefteGaz, specializing in oil well work-over and modernization, to provide the required work at the North-Kopanskoye Oilfield in 2009 assuming we raise the required capital.

Subject to the availability of funds, the current plans also call for other concurrent work, including drilling and completion of three new production wells in 2009 at the North-Kopanskoye Oilfield. Produced oil is presently trucked away after being sold at the wellhead at field-posted prices. With the planned increases in oil production output, the intent is to switch from trucking to more efficient and economic oil export via the adjacent GazpromNeft pipeline system provided the demand for crude keeps as expected. All needed infrastructure already exists for pipeline export.

Satisfaction of our cash obligations for the next 12 months.

For the nine months ended September 30, 2009 and the nine months ended June 30, 2008, we have incurred net losses of approximately $720,155 and $856,312 respectively. We have funded our working capital needs primarily from revenues and advances from our principal stockholders which generated cash from equity offerings on the stock exchanges in the European Union (EU) and sales on the over-the-counter market in the USA.

As of September 30, 2009, we were listed on electronic trading system XETRA of Frankfurt Stock Exchange (symbol: P79.ETR), on the open market of the Frankfurt Stock Exchange (symbol: P79.FSE), the Berlin Stock Exchange (symbol: P79.BER) and the Nasdaq Over-The-Counter Bulletin Board (symbol: PNRC).

As of November 02, 2009 we 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 was required to close by December 10, 2009.

However, we have no binding agreements or understandings with any potential acquisition targets. There is no assurance that we will be able to obtain additional capital in the amount or, on terms acceptable to us, in the required timeframe.

As of November 20, 2009 we became additionally listed on the Stuttgart Stock Exchange (symbol: P79.FSE) in the EU and our market capitalization was recorded at EUR 7.18 Mil. ($10,67 mln.) at the day. Our combined market capitalization on NASDAQ currently (as of November 20, 2009) exceeds $168 mln.

As of November 20, 2009, our principal stockholders realized some of the total registered shares on the markets in USA and EU and created $ 0,3 mln. worth of contingent assets receivable by Premier Energy Corp. under the post balance sheet arrangements.

Over the next twelve months we believe we have the required working capital needs to fund our current operations through revenues and further and further advances from our principal stockholders. However, any expansion or future business acquisitions will require us to raise capital through an equity offering and/or debt financing. We believe there may be distressed situations that will arise in the remainder of 2009 that may make the acquisition of assets a viable strategy, and we will evaluate any potential opportunities as they arise. However, there can be no assurance that any additional capital for use in such acquisition will be available to us on favorable terms or at all.

Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations, particularly companies in the oil and gas exploration industry. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purpose entities (“SPEs”) or variable interest entities (“VIEs”). SPEs and VIEs can be established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We were not involved in any unconsolidated SPEs or VIEs at any time during any of the periods presented in this Form 10Q .

From time to time, we enter into contracts that might be construed as off-balance sheet obligations but are normal in the day-to-day course of business in the oil and gas industry. Those contracts could include the contracts discussed directly above under Contractual Obligations. We do not believe we will be affected by these contracts materially differently than other similar companies in the energy industry.

Cash Flows and Capital Expenditures

Our capital budget for 2009 is currently estimated at $19.3 million for the planned drilling of 7 new wells in the North Kopanskoye Field and $8.5 millions for the oil field construction of surface facilities. Our planned 2009 development and exploration expenses could also increase if any of the operations associated with our properties experience cost overruns.

Contractual Obligations

Presently we have no Company hedging policy in place. Collared hedges have the effect of providing a protective floor while allowing us to share in upward pricing movements to a fixed point. Consequently, while these hedges are designed to decrease our exposure to price decreases, they also have the effect of limiting the benefit of price increases beyond the ceiling. As we need, we may pursue hedging to protect a portion of our production against future pricing fluctuations, or enter into derivative contracts to decrease exposure to commodity price volatility.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) were not effective as of September 30, 2009 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as the Company did not have the needed accounting personnel to perform required functions. In order to remediate this weakness, during the second quarter of 2009, the Company engaged RBSM LLP as an independent consultant to evaluate its needs and provided needed accounting services.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2009, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company may become a party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. Except as set forth below, the Company is not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations. The Company may become involved in material legal proceedings in the future.

Tintrade Limited, a lender of Karbon, filed suit against Karbon in Russia with regard to repayment of a $300,000 loan that matured in June 2003. Tintrade Limited is also claiming penalties and court fees to be recovered. The Company has paid $100,000 to Tintrade Limited as part of an out-of-court settlement agreement and service of payment commitment.

Item 1(A). Risk Factors

As a “Smaller Reporting Company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unless otherwise noted, the issuances noted below are all considered exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D:

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”).

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

Dated: November 23, 2009	By:	/s/ Anton Prodonavic
		Anton Prodonavic, Chief Executive Officer and Director (Principal Executive Officer)



	By:	/s/ Alexey Goleshev
		Alexey Goleshev, Chief Financial Officer and Director (Principal Financial Officer)

PREMIER ENERGY CORP. - FORM 10-Q - November 23, 2009

Attached files

PREMIER ENERGY CORP. Reports