SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 4, 2009
PREMIER
ENERGY CORP.
(Exact
name of registrant as specified in its charter)
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Florida
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333-145569
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20-8724818
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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14785
Preston Road, Suite 550, Dallas, Texas 75254
(Address
of principal executive offices) (zip code)
972-789-5151
(Registrant's
telephone number, including area code)
Copies to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11
th
Floor
New York,
New York 10005
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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
4.01 Change
in Registrants Certifying Accountant
Previous independent registered
public accounting firm
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Moore & Associates
Chartered
On
February 4, 2009 (the “Dismissal Date”), Premier Energy Corp. (the “Company”)
advised Moore & Associates Chartered (the “Former Auditor”) that it was
dismissed as the Company’s independent registered public accounting
firm. The decision to dismiss the Former Auditor as the Company’s
independent registered public accounting firm was approved by the Company’s
Board of Directors on January 30, 2009. Except as noted in the
paragraph immediately below, the reports of the Former Auditor on the Company’s
consolidated financial statements for the years ended May 31, 2008 and May 31,
2007 did not contain an adverse opinion or disclaimer of opinion, and such
reports were not qualified or modified as to uncertainty, audit scope, or
accounting principle.
The
reports of the Former Auditor on the Company’s consolidated financial statements
as of and for the years ended May 31, 2008 and May 31, 2007, contained an
explanatory paragraph which noted that there was substantial doubt as to the
Company’s ability to continue as a going concern as the Company had a net loss
as of May 31, 2008.
During
the years ended May 31, 2008 and May 31, 2007, and through the Dismissal Date,
the Company has not had any disagreements with the Former Auditor on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the Former
Auditor’s satisfaction, would have caused them to make reference thereto in
their reports on the Company’s consolidated financial statements for such
years.
During
the years ended May 31, 2008 and May 31, 2007, and through the Dismissal Date,
there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has requested that Former Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of this letter is attached hereto to this
amendment to the Form 8K as Exhibit 16.1.
Previous independent registered
public accounting firm
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Audit Firm “Femida-Audit”,
LLC
As
disclosed in the Form 8-K Current Report filed with the Securities and Exchange
Commission on February 2, 2009, the Company acquired 51% of the outstanding
equity of Karbon, CJSC (“Karbon”) on January 30, 2009. As Karbon was
considered the accounting acquirer in this reverse merger transaction, the
Company was deemed to have engaged Audit Firm “Femida-Audit”, LLC (the
“Karbon Auditor”), which audited Karbon’s financial statements for the years
ended December 31, 2007 and 2006, as its independent registered
auditors.
On
February 4, 2009 (the “Femida Dismissal Date”), the Company advised the Karbon
Auditor that it was dismissed as the Company’s independent registered public
accounting firm. The decision to dismiss the Karbon Auditor as the
Company’s independent registered public accounting firm was approved by the
Company’s Board of Directors on January 30, 2009. Except as noted in
the paragraph immediately below, the reports of the Karbon Auditor on Karbon’s
financial statements for the years ended December 31, 2007 and 2006 did not
contain an adverse opinion or disclaimer of opinion, and such reports were not
qualified or modified as to uncertainty, audit scope, or accounting
principle.
The
reports of the Karbon Auditor on Karbon’s financial statements as of and for the
years ended December 31, 2007 and 2006, contained an explanatory paragraph which
noted that there was substantial doubt as to the Company’s ability to continue
as a going concern as Karbon suffered recurring losses from operations and
has had a significant working capital deficit.
During
the years ended December 31, 2007 and 2006, and through the Femida Dismissal
Date, neither the Company or Karbon has had any disagreements with the Karbon
Auditor on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the Karbon Auditor’s satisfaction, would have caused them to make reference
thereto in their reports on Karbin’s financial statements for such
years.
During
the years ended December 31, 2007 and 2006, and through the Femida Dismissal
Date, there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has requested that Karbon Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of this letter is attached hereto to this
amendment to the Form 8K as Exhibit 16.1.
New
independent registered public accounting firm
On
February 5, 2009 (the “Engagement Date”), the Company engaged RBSM LLP (“New
Auditor”) as its independent registered public accounting firm for the Company’s
fiscal year ended December 31, 2008. The decision to engage the New
Auditor as the Company’s independent registered public accounting firm was
approved by the Company’s Board of Directors.
During
the two most recent fiscal years and through the Engagement Date, the Company
has not consulted with the New Auditor regarding either:
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1.
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application
of accounting principles to any specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and neither a written report was provided
to the Company nor oral advice was provided that the New Auditor concluded
was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue;
or
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2.
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any
matter that was either the subject of a disagreement (as defined in
Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or
reportable event (as defined in Regulation S-K, Item
304(a)(1)(v)).
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 30, 2009, the Company changed its fiscal year end from May 31 to
December 31 to conform to the fiscal year end of our Karbon, CJSC, the Company’s
majority owned subsidiary, which the Company acquired on January 30,
2009. The Company will file its transition report on Form
10-K.
Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
statements of businesses acquired.
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Not
applicable
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(b)
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Pro
forma financial information.
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Not
applicable
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(c)
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Shell
company transactions.
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Not
applicable
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Exhibit
No.
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Description
of Exhibit
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16.1
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Letter
from Moore & Associates Chartered (1)
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16.2
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Letter
from Audit Firm “Femida-Audit”,
LLC
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(1)
Incorporated by reference to the Form 8-K Current Report filed with the
Securities and Exchange Commission on February 9, 2009.
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.
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PREMIER ENERGY
CORP.
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Dated:
February 11, 2009
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By:
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/s/ Dr. Anton
Prodanovic
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Name:
Dr. Anton
Prodanovic
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Title:
Chief Executive Officer and Director
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