- Current report filing (8-K)
14 Dezember 2009 - 4:25PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 11, 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 1.01 Entry into a Material
Definitive Agreement
On
December 11, 2009, Premier Energy Corp. (“Premier”), entered into a securities
purchase agreement (the “Agreement”) with ROSSGAZ LLC, a limited liability
company formed under the laws of the Russian Federation, (“Rossgaz) and the
holder of 100% of the securities of Speckrit LLC (the “Equity Interest”), a
limited liability company formed under the laws of the Russian Federation, (the
“Company”). Pursuant to the Agreement, Premier has agreed to purchase
and Rossgaz has agreed to sell the Equity Interest in consideration of
$65,000,000 U.S. dollars. The closing is required to occur within 60
days. There is no guarantee that we will be able to raise $65,000,000
and, in return, close this transaction.
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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4.1
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Securities
Purchase Agreement between Premier Energy Corp., a Florida corporation and
Rossgaz LLC, a limited liability corporation formed under the laws of the
Russian Federation
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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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Dated:
December 11, 2009
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By:
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/s/ Dr. Anton
Prodanovic
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Name:
Dr. Anton
Prodanovic
Title:
Chief Executive Officer and Director
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Title
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