- Current report filing (8-K)
22 April 2009 - 8:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): April 16, 2009
PREMIER ENERGY CORP.
(Exact
name of registrant as specified in charter)
Florida
|
333-145569
|
20-8724818
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
14785
Preston Road, Suite 550,
Dallas,
Texas 75254
(Address
of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code:
(423) 869-7255
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
On April 16, 2009 (the “Resignation
Date”), RBSM LLP (the “Former Auditor”) advised Premier Energy Corp.
(the “Company”) that it was resigning as the Company’s independent registered
public accounting firm. The Former Auditor was engaged on January 30, 2009
and did not issue a report on the Company’s consolidated financial statements
during the most recent two fiscal years and through the Resignation Date.
From January 30, 2009 through April 16, 2009 , the Company has not
had any disagreements with RBSM on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to
RBSM’s satisfaction, would have caused them to make reference thereto
in their reports on the Company’s financial statements for such year.From
January 30, 2009 through April 16, 2009 , 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.
New
independent registered public accounting firm
On April
16, 2009 (the “Engagement Date”), the Company engaged Audit Firm “Femida-Audit”,
LLC (“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:
1.
|
except
to the extend that the New Auditor audited the financial statements of the
Company’s wholly owned subsidiary (KARBON, CJSC) for the years ended
December 31, 2008, 2007 and 2006, the 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
|
2.
|
any
matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instruction to Item
304 of Regulation S-K, or a reportable event, as that term is explained in
Item 304(a)(1)(v) of Regulation
S-K.
|
Item
9.01 Financial Statements and Exhibits
(a)
|
Financial
statements of businesses acquired.
|
Not
applicable
(b)
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Pro
forma financial information.
|
Not
applicable
(c) Shell
company transactions.
Not
applicable
(d)
Exhibits
Exhibit
No.
|
|
Description
of Exhibit
|
|
|
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16.1
|
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Letter
from
RBSM LLP
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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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|
|
|
|
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Date:
April 21, 2009
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By:
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/s/ Dr.
Anton Prodanovic
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|
|
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Name:
Dr. Anton Prodanvic
|
|
|
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Title:
Chief Executive Office and Director
|
|
|
|
|
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