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PREMIER ENERGY CORP.

US:PNRC
No current share price held for this company.

Past year: ▲ 0%(0.90c – 0.90c USD)

Market cap
—
Shares on issue
—
Story beats
10 since 2007
Last event
22 Dec 2010

History

A Florida nursing-products shell became an oil company through a Russian reverse merger in 2009, then gave the business back in 2010 and ended as a shell again.

2007-2008: A nursing-products shell changes hands

Premier Energy Corp. began as Premier Nursing Products Corp., a Florida company with sole officer and director Sheldon R. Rose. In August 2007 it filed to sell 3,000,000 shares at $0.01 each, raising up to $30,000, to fund a plan to sell nursing pads, pillows and privacy shawls. The business never launched, and no revenue appears in any filed quarter.

In September 2008 Rose sold 162,000,000 shares, about 77% of the company, to ZRV Consulting Inc., owned by Michael Yuster, for $300,000 cash. Yuster took over as chief executive and renamed the company Premier Energy Corp., before it had any energy business. In October 2008 he hired Dr. Anton Prodanovic, a veteran of Mobil and Exxon Production Research, as chief executive. A press release confirmed the new focus on oil and gas exploration and production.

2009-2010: The Karbon venture

The pivot became real in early 2009. Premier carried out a reverse merger, a deal in which a small listed shell buys a business and issues shares to its owner. It acquired 51% of Karbon, CJSC, a Russian producer at the North-Kopanskoye Oilfield in the Volga-Urals basin. The field had estimated reserves of 30.9 million barrels and an export contract with Trafigura Group. The seller, Auxerre Trading Ltd., received 107,406,000 new Premier shares, about 51% of the company, and became its controlling shareholder. Yuster's ZRV-linked shares were cancelled.

Production and sales followed, but losses grew. In September 2009 Premier disclosed that US audit regulators had revoked the registration of its former auditor, Moore & Associates Chartered, for rule breaches and non-cooperation with an investigation. In December 2009 it agreed to buy Speckrit LLC from Rossgaz LLC for $65,000,000, while admitting it might not be able to raise the money. The deal never appeared in later filings and appears to have lapsed.

2010-2011: Back to a shell

In November 2010 Premier gave Karbon back to Auxerre. Auxerre handed back its 107,406,000 shares for cancellation and agreed to take on and cover all of Karbon's liabilities. That left Premier with no operating business again. Its report for the quarter ended September 30, 2010 showed a net loss of $2,367,806, and $3,320,748 for nine months, a jump consistent with writing down the Russian assets.

A late-filing notice for the 2010 annual report came on April 1, 2011, and on April 12, 2011 the company dismissed its auditor, Femida-Audit, LLC. No further filings appear after that date. As of April 12, 2011, Premier had no operating business and had not filed its 2010 annual report.

Written from the 10 story beats below (2007 to 22 Dec 2010), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2010

  1. 22 Dec

    Premier Energy's quarterly report for the period ended September 30, 2010 - filed just after the Karbon divestment was announced - showed a net loss of $2,367,806 for the quarter ($3,320,748 for the nine months), a sharp jump consistent with writing down the Russian assets it was about to give away.

    quarterly activities report

  2. 18 Nov

    Premier Energy unwound its entire Russian oil venture: it gave up Karbon, CJSC back to Auxerre Trading Ltd., which in turn surrendered its 107,406,000 shares (about 51% of Premier) for cancellation and agreed to assume and indemnify Premier against all of Karbon's existing liabilities - closing the loop on the reverse merger from February 2009 and leaving Premier once again without an operating business.

    asset acquisition disposition

2009

  1. 14 Dec

    Premier agreed to buy 100% of Russian company Speckrit LLC from Rossgaz LLC for $65,000,000, with closing required within 60 days. It warned there was no guarantee it could raise the money to close the deal.

    material agreement

  2. 28 Sept

    In an amended filing, Premier said it had dismissed Moore & Associates Chartered as its auditor on February 4, 2009. It added that the PCAOB revoked Moore's registration on August 27, 2009, for rule and auditing-standard violations and non-cooperation with an investigation.

    auditor change

  3. 2 Feb

    Premier Energy completed its pivot into real oil-and-gas operations: a reverse merger acquiring 51% of Karbon, CJSC - a Russian producer at the North-Kopanskoye Oilfield in the Volga-Urals basin with an estimated 30.9 million barrels of reserves and an existing export offtake contract with global trader Trafigura Group - from BVI intermediary Auxerre Trading Ltd. in exchange for 107,406,000 shares (about 51% of the combined company); Auxerre thereby became Premier's controlling shareholder, and Michael Yuster's ZRV-linked shares were cancelled as part of the same transaction.

    business combination

2008

  1. 23 Oct

    Premier Energy issued a press release confirming its new strategic focus on oil and gas exploration and production under incoming CEO Anton Prodanovic, following the discontinuation of its former (nursing-products) business.

    other

  2. 22 Oct

    Premier Energy hired Dr. Anton Prodanovic - a veteran of Mobil Corporation and Exxon Production Research with decades of oil-and-gas project experience - as CEO and director, the clearest signal yet that the company intended to become a real energy operator rather than just carry the name.

    director officer appointment

  3. 30 Sept

    New owner Michael Yuster renamed the company from Premier Nursing Products Corp. to Premier Energy Corp., signaling a pivot away from its original nursing-products plan well before any actual energy business was acquired.

    bylaws amendment

  4. 9 Sept

    Founder Sheldon Rose sold 162,000,000 shares (about 77% of the company) to ZRV Consulting Inc. - owned by Michael Yuster - for $300,000 cash, resigning all his positions as Yuster took over as President, CEO and director; the company's original nursing-products plan was effectively abandoned at this point.

    director officer appointment

2007

  1. 15 Aug

    Premier Nursing Products Corp., a newly incorporated Florida shell planning to manufacture and sell breastfeeding/nursing products (nursing pads, pillows, privacy shawls), filed to register 3,000,000 shares at $0.01 each (up to $30,000) for its IPO under sole officer/director Sheldon R. Rose.

    securities registration