UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K





þANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
the Fiscal Year Ended December 31, 2008





TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
file number: 000-16736





PARK-PREMIER
MINING COMPANY


(Name of
registrant as specified in its charter)





Utah
            87-6116557(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





32391
      Horseshoe Drive, Evergreen, Colorado
            80439(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:(303) 670-3885





Securities
registered pursuant to Section 12(b) of the Exchange Act:  None





Securities
registered pursuant to Section 12(g) of the Exchange Act:  Common Stock, $0.01 par
value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈    No
þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  ̈    No
þ





Indicate
by check mark whether the registrant (1) has 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 þ    No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  o
            Accelerated
      filer  oNon-accelerated
      filer  o
            Smaller
      reporting company  ý





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








State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $0.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:  1,998,800 shares as of February 27,
2009








SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
annual report includes “forward-looking statements.”  All statements
other than statements of historical facts included or incorporated by reference
in this report, including, without limitation, statements regarding our future
financial position, business strategy, budgets, projected costs and plans and
objectives of management for future operations, are forward-looking
statements.  In addition, forward-looking statements generally can be
identified by the use of forward-looking terminology such as “may,” “will,”
“expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” or
“continue” or the negative thereof or variations thereon or similar
terminology.  Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we cannot give any assurance
that such expectations will prove to have been correct.  Important
factors that could cause actual results to differ materially from our
expectations (“Cautionary Statements”) include, but are not limited
to:





·
            our
      ability to sell our property;


·
            our
      ability to recover any damages by pursuing
  litigation;


·
            the
      lack of liquidity of our common
stock;


·
            the
      availability of capital;


·
            the
      strength and financial resources of our
  competitors;


·
            general
      economic conditions; and


·
            the
      securities or capital markets and other factors disclosed under
      “Management’s Discussion and Analysis of Financial Condition and Results
      of Operations,” “Business” and elsewhere in this
  report.





All
subsequent written and oral forward-looking statements attributable to us, or
persons acting on our behalf, are expressly qualified in their entirety by the
cautionary statements.  We assume no duty to update or revise our
forward-looking statements based on changes in internal estimates or
expectations or otherwise.





PARK-PREMIER
MINING COMPANY





ANNUAL
REPORT ON


FORM
10-K


FOR
THE YEAR ENDED


DECEMBER
31, 2008





INDEX








PagePART IItem
      1.
                    Business
                    4Item
      1A.
                    Risk
      Factors
                    7Item
      1B.
                    Unresolved
      Staff Comments
                    7Item
      2.
                    Properties
                    7Item
      3.
                    Legal
      Proceedings
                    8Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    8PART IIItem
      5.
                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                    9Item
      6.
                    Selected
      Financial Data
                    10Item
      7.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    10Item
      7A.
                    Quantitative
      and Qualitative Disclosure About Market Risk
                    11Item
      8.
                    Financial
      Statements and Supplementary Data
                    12Item
      9.
                    Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                    26Item
      9A.
                    Controls
      and Procedures
                    26Item
      9B.
                    Other
      Information
                    27PART IIIItem
      10.
                    Directors,
      Executive Officers and Corporate Governance
                    27Item
      11.
                    Executive
      Compensation
                    28Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                    28Item
      13.
                    Certain
      Relationships and Related Transactions, and Director
      Independence
                    30Item
      14.
                    Principal
      Accountant Fees and Services
                    32PART IVItem
      15.
                    Exhibits,
      Financial Statement Schedules
                    32








3


PART
I





Item
1.          Business.





Business
Development





Park-Premier
Mining Company (“Park-Premier”) was incorporated in the State of Utah in
1907.  Park-Premier has one majority-owned subsidiary, Park-Cummings
Mining Company, a Utah corporation (“Park-Cummings”).  Park-Premier
owns 51% of the issued and outstanding shares of
Park-Cummings.  Park-Cummings has no assets and no
operations.  Park-Premier holds a note receivable from Park-Cummings
(the “Park-Cummings Note”).  As of December 31, 2008 and 2007, the
principal and accrued interest owing under the Park-Cummings Note was $887,242
and $776,636, respectively.  Unless otherwise indicated herein, the
terms “Company” “we”, “us” or “our” refer to Park-Premier and
Park-Cummings.





Since
approximately 1985, we have had essentially no operations.





EastSide
Interest.  As of the date of this filing, we have a 6.29%
interest in EastSide Group, LLC (“EastSide”).  EastSide was organized
as a Utah limited liability company on March 24, 1999, by property owners,
including Park-Premier, within an area of land known as “Area B” in the
Jordanelle Basin, Wasatch County, Utah.  Eastside was formed to
coordinate and work with Wasatch County and the Jordanelle Special Services
District in facilitating and obtaining approvals for the development of
infrastructure and master planning for property owned by the members of
EastSide.  Most of the approvals have been obtained and the purposes
behind the formation of EastSide have been accomplished.  Accordingly,
EastSide is not currently active.





Convertible
Notes.  From 1987 through 2008, we entered into various
borrowing, expense and deferral arrangements involving officers, directors and
other affiliated persons or entities owned or controlled by officers and/or
directors, in exchange for which we issued long-term convertible promissory
notes (the “Convertible Notes”).  The Convertible Notes accrue
interest at 12% per annum and are convertible into shares of the Company’s
common stock at a price to be determined by our Board of Directors, which shall
not be more than $0.10 per share.  See Item 13. “Certain Relationships
and Related Transactions, and Director Independence.”





Sale of
Property.  We entered into two letter agreements to sell
approximately 333 acres of land in Wasatch County, Utah.  On February
20, 2008, we satisfied all conditions to closing the sale of our property, when
our stockholders approved the property sale at a special meeting of
stockholders.  On March 12, 2008, we executed amendments to the letter
agreements to extend the closing date of the Property Sale (defined below) to
April 29, 2008.  As of April 29, 2008, Talisker (defined below) had
not satisfied its obligations under the letter agreements.  Talisker
cites market conditions as its explanation for non-performance.  We
have confirmed the existence of poor market conditions and are evaluating our
options and continuing to work with Talisker to come to a compromise that would
allow us to close the property sale on terms that honor the original intent of
the letter agreements.





Project
“A” Letter Agreement





On
February 15, 2007, we entered into a letter agreement (the “Project “A” Letter
Agreement”) with Talisker Realty Limited, a Delaware corporation (“Talisker
Realty”).  Talisker Realty is a wholly owned lower-tier subsidiary of
the Talisker Corporation (“Talisker”).  Talisker is a private global
real estate development firm based in Toronto, Ontario, Canada with over twenty
years of experience developing numerous real estate projects in the United
States, the United Kingdom, Canada, the Bahamas, and Eastern
Europe.  Under the Project “A” Letter Agreement, the Company has
agreed to sell all its right, title and interest in approximately 303 acres of
land (the “Project “A” Acreage”) located in Wasatch County, Utah (the “Property
Sale”) to Talisker Realty.





The
closing (“Closing”) of the Property Sale was conditional upon (i) approval by
the Company’s directors and stockholders and (ii) execution of two additional
letter agreements by the Company and/or related parties, (the Project “B” Letter
Agreement and the Project “C” Letter Agreement, respectively), as each is
described below.  The Company satisfied all the conditions to Closing
on February 20, 2008.





4


Additionally,
the Company agreed to pay any taxes related to the Property prior to Closing and
will pay at Closing any mortgage trust deeds, judgments, mechanic’s liens,
damages, claims, tax liens and warrants involving the Property which are not
removed in the title policy delivered at Closing, and agreed to indemnify and
hold Talisker harmless from and against such to the extent related to any events
and/or ownership of the Property prior to Closing.  These costs are
expected to be approximately $40,000.  No brokerage, finder’s fee or
real estate commission is owed by the Company in connection with the
transaction.





The
Company agreed to be responsible for the title insurance premium for an Owner’s
Policy of Title Insurance in the full amount of the purchase
price.  Each party shall be responsible for one half of the Closing
costs, with items such as property taxes to be pro-rated as of the
Closing.  The Company and Talisker have also agreed to cooperate in
effectuating a tax-deferred exchange in accordance with Internal Revenue Code
Section 1031 relative to the Property Sale upon the request of the
other.





In
exchange for the Sale Property, Talisker agreed to (i) pay the Company cash in
the amount of $3,250,000 at Closing and (ii) convey by special warranty deed to
the Company unimproved, platted single family lots located in Talisker’s
“Tuhaye” project in Wasatch County, Utah, (the “Tuhaye Lots”), with a targeted
combined value of $3,750,000, within two years of Closing (the “Selection
Period”).  The Selection Period may be extended an additional three
years as to a certain portion of Tuhaye in the event that the Company has not
selected all its Tuhaye Lots and Talisker has not recorded lot plats regarding
that certain portion of Tuhaye.





The
Tuhaye Lots are to be selected by the Company from Talisker’s property inventory
at its Tuhaye project, described below.  The value of the Tuhaye Lots
is to be their retail prices at the time of selection, as established by
Talisker during the ordinary course of its business and in a manner not intended
to discriminate against the Company.  If the value of the selected
Tuhaye Lots is less than $3,750,000, then Talisker is to make a lump sum cash
payment to the Company equal to such deficit at the end of the Selection
Period.  Likewise, if the value of the selected Tuhaye Lots is greater
than $3,750,000, then the Company is to make a lump sum cash payment to Talisker
equal to such surplus at the end of the Selection Period.





The
Tuhaye Lots are located in Talisker’s Wasatch County, Utah
project.  Talisker proposed to develop 1,350 residential properties
among three communities in Deer Valley, between the Wasatch and Uinta Mountains
in the Park City, Wasatch County, Utah area:  (i) Tuhaye, consisting
of Arts and Crafts homes accented with stone and timber; (ii) the ski-in,
ski-out Empire Pass resort; and (iii) Red Cloud, the most exclusive of the three
properties, which includes plans for one-to two-and-a-half-acre properties
within a gated community located at the summit of Flagstaff Mountain at Deer
Valley Resort.





By
purchasing a lot in the Talisker development, a membership invitation is
automatically extended to the buyer to join the exclusive Talisker Club, an
all-inclusive luxury resort.  The Talisker Club is 10,000 acres of
pristine wilderness and includes Tuhaye’s private Mark O’Meara Signature golf
course.  The Talisker Club also has direct ski access to Deer Valley
Resort’s® slopes, state-of-the-art fitness facilities and spa services, an
on-mountain restaurant, member’s lodges, and a children’s camp featuring all
season events.





The
Company believes that, when market conditions stabilize, it has a reasonable
opportunity to profitably sell the Tuhaye Lots by virtue of these amenities and
locations.





The
Company’s Board of Directors approved the Project “A” Letter Agreement on
February 21, 2007.





Project
“B” Letter Agreement





As a
condition imposed by Talisker Realty to Closing of the Project “A” Letter
Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
were required to enter into the Project “B” Letter Agreement.  Under
the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
into a joint venture with Tuhaye LLC, a Delaware limited liability company, with
respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
right, title and interest in approximately 40 acres of land in Wasatch County,
Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
subsidiary of Talisker.





5


Under the
Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture
entity to be formed by Robert Dunlap and Kathy Dunlap and
Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the
joint venture entity and Tuhaye will own the remaining 50%
interest.  The joint venture entity will be managed and operated by
three managers consisting of two selected by Tuhaye and one selected by Robert
Dunlap and Kathy Dunlap.





The
Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
cancellation of a note in the amount of $48,540.  The deemed value
under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
reflects an increase in real property values in the Wasatch County market since
1991, physical and legal road access and water rights acquired by Robert Dunlap
and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
engineering and development work with Wasatch County.





Within 18
months of closing of the Project “B” Letter Agreement, Tuhaye is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Tuhaye is also responsible for
obtaining financing necessary for development of the Project “B” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Tuhaye will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “B” Acreage
and  (ii) a branding fee of eighteen percent (18%) of the actual
retail sales price of all lots, parcels, homes and improvements sold from the
Project “B” Acreage.





The
Company’s disinterested directors determined that Robert Dunlap’s involvement in
the Project “B” Letter Agreement transaction was fair and reasonable and
approved the Project “B” Letter Agreement transaction effective August 15,
2007.





Project
“C” Letter Agreement





As an
additional condition imposed by Talisker Realty to Closing of the Project “A”
Letter Agreement, Park-Premier was required to enter into the Project “C” Letter
Agreement, which memorializes the agreement of Park-Premier to enter into a
joint venture with Ranch 248 LLC, a Delaware limited liability company and a
wholly owned lower-tier subsidiary of Talisker, or its designee (“Ranch 248”),
with respect to the development and sale of all of Park-Premier’s right, title
and interest in approximately 30 acres of land in Wasatch County, Utah (the
“Project “C” Acreage”) to Ranch 248.  The Company will convey the
Project “C” Acreage to the joint venture at a deemed value of $3,500,000 and the
Company and Ranch 248 will jointly develop and sell the Project “C”
Acreage.  No brokerage, finder’s fee or real estate commission will be
incurred by the Company in connection with the transaction.  The joint
venture with Ranch 248 will be managed by two representatives appointed by Ranch
248 and one representative selected by the Company.  Both Ranch 248
and the Company will be prohibited from selling their interests in the joint
venture for a period of four years from formation of the joint
venture.





Within 18
months of closing of the Project “C” Letter Agreement, Ranch 248 is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Ranch 248 is also responsible
for obtaining financing necessary for development of the Project “C” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Ranch 248 will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “C” Acreage, (ii) a
construction development fee equal to the eight percent (8%) of the costs
associated with the construction of homes on the Project “C” Acreage, and (iii)
a branding fee of eighteen percent (18%) of the actual retail sales price of all
lots, parcels, homes and improvements sold from the Project “C”
Acreage.





The
Company’s Board of Directors approved the Project “C” Letter Agreement on
February 21, 2007.  The Company obtained shareholder approval on
February 20, 2008, but has not closed the Property Sale pursuant to the Project
“A” and Project “C” Letter Agreements.





6


Employees





We have
no full-time employees and do not expect to hire any full-time personnel in the
near future.  Our President, Mr. Robert W. Dunlap, is retained on a
part-time basis.  See Item 11.  “Executive
Compensation.”





Item
1A.              Risk
Factors.





Not
applicable to smaller reporting companies.





Item
1B.              Unresolved
Staff Comments.





Not
applicable to smaller reporting companies.





Item
2.                 Properties.





Mining
Claims





We own
patented mining claims and associated interests covering approximately 333 acres
of land situated in the East Elkhorn Mining District, Wasatch County,
Utah.  The patented mining claims of Park-Premier are referred to
collectively as the “Property”.  The Property is unimproved, vacant
land, acquired by government patent and mineral location.  The
Property is not subject to any mortgages or encumbrances.





According
to the Water Rights Invoices of Jordanelle Special Services District located in
Heber City, Utah, the Company is current on its water rights.  As of
the date of this filing, the Property is not covered by insurance.





Historically
used in mineral exploration and grazing, the Property has not generated revenue
from mineral operations for many years.  Additionally, we have not
identified a sufficient quantity or quality of mineralization on the Property,
nor do we expect to do so in the future.  Instead, we have held the
Property for its real estate development potential as development in the East
Elkhorn Mining District has increased.  Prior to the last few years,
the East Elkhorn Mining District of Wasatch County had been experiencing
substantial development growth.  There are a significant number of
competing properties in various stages of development in the East Elkhorn Mining
District.  We believe that when market conditions stabilize, the value
of the Property will again have a reasonable chance to
appreciate.  Management is unable to predict when this may happen and
continues to monitor the local conditions.





We have
determined that further costs for roads, water, utilities, and development
densities associated with developing the Property are prohibitively high and
development of the Property solely by the Company would not be
feasible.  As a result, in February 2007, we entered into the Project
“A” and Project “C” Letter Agreements for purposes of selling and developing the
Property.  See Item 1. “Business – Business Development – Sale of
Property – Project “A” Letter Agreement; Project “B” Letter Agreement; and
Project “C” Letter Agreement.”





Our
stockholders approved the Project “A” and “C” Letter Agreements on February 20,
2008 and we have been unable to close the transactions contemplated in the
Project “A”, “B” and “C” Letter Agreements because our buyers have not performed
under the Letter Agreements, citing market conditions.  We are
evaluating our options and continue to negotiate with Talisker to determine if
it will be possible to close the transactions on terms acceptable to
us.  See Item 1.  “Business – Business Development – Sale of
Property – Project “A” Letter Agreement; Project “B” Letter Agreement; and
Project “C” Letter Agreement.”





We do not
anticipate that compliance with federal, state, or local provisions regarding
environmental protection has had, or will have, a material effect on our
ownership of the Property or the pending Property Sale.





Principal
Offices





Robert W.
Dunlap, our President and a member of our Board of Directors, provides our
principal office without charge.  We do not have a written lease
agreement with Mr. Dunlap.


7


Item
3.                 Legal
Proceedings.





We are a
party to civil litigation in the Fourth Judicial District Court for Wasatch
County, Utah styled Terry B.
Brodkin, Plaintiff, vs. Tuhaye Golf, LLC, et al.,
Defendants, Case No. 070500421 (the “Civil Action”) that was filed on or about
October 31, 2007.  The plaintiff in the Civil Action seeks to
establish access rights to his landlocked property and asserts several theories
in an attempt to do so.  We are apparently named as a defendant in the
Civil Action as a necessary party for Plaintiff to obtain relief.





In the
Civil Action, plaintiff alleges that in 1999, certain landowners, including us,
formed a Utah limited liability company known as EastSide Group, LLC
(“Eastside”) to marshal consensus for a coordinated plan to develop certain land
in Wasatch County, Utah known as Area B – North, Jordanelle Basin (“Area B –
North”).  Plaintiff alleges that on July 31, 2000, the Wasatch County
Commission granted a petition filed by Eastside and adopted a Master Plan for
development of Area B – North.  Plaintiff alleges that his predecessor
in interest also owned land in Area B – North but was not contacted to be a
member of EastSide due to the dormant nature of the business entity owning the
property and the scattered location of its stockholders.





Plaintiff
further alleges that in 2001, a group of landowners in Area B – North affected
by the Master Plan entered into an agreement to grant reciprocal, permanent, and
non-exclusive ingress and egress easements between parcels to accommodate
development (the “2001 Agreement”).  Plaintiff alleges that his
predecessor was not contacted to be a party to the 2001
Agreement.  However, after the 2001 Agreement was executed, Plaintiff
alleges that his predecessor realized his land was included in the 2001
Agreement and recorded quit-claim deeds in December of 2002 to inform the
parties of this fact.





Plaintiff
alleges that he bought his predecessor’s land in 2004 after conducting
“extensive due diligence into the access rights” for his property, including a
realization that his property was included in the Master Plan and the 2001
Agreement.  Plaintiff alleges the existence of verbal agreements
between one or more of the parties to the 2001 Agreement to grant access to his
property.





Plaintiff
requests a Declaratory Judgment that he is an intended third-party beneficiary
to the 2001 Agreement since his land was included in the Master
Plan.  Although neither he nor his predecessor were parties to the
2001 Agreement, Plaintiff alleges that he has fully performed all his
obligations under it and that the refusal by two of the parties to grant access
to him constitutes breach of the 2001 Agreement.  Plaintiff further
requests damages due to the breach of $5.5 million, because his land was
landlocked and he was unable to consummate a sale of his property.  It
appears that this damage claim is directed to other defendants and that such
damages are not sought against the Company.  Finally, Plaintiff asks
for an easement by necessity for his landlocked property and asserts entitlement
to access by private condemnation under Utah law.





On
October 28, 2008, the Court granted Defendants’ Motion for Judgment on the
Pleadings and dismissed Plaintiff’s claim for easement by necessity and private
condemnation under Utah law.  We believe the remaining claims, breach
of contract and third-party beneficiary, are without merit and we intend to
vigorously contest them.





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





We did
not submit any matter to a vote of the stockholders during the fourth quarter of
2008.  However, on February 20, 2008, we held a special meeting of the
stockholders to (i) amend the articles of incorporation to increase the
authorized shares of common stock from 2,000,000 to 50,000,000 and decrease the
par value of the common stock from $0.25 to $0.01 per share; and (ii) approve
the sale/development of all of our land, consisting of approximately 333 acres
located in Wasatch County, Utah, pursuant to the terms of the Project “A” and
“C” Letter Agreements.  A majority of the stockholders entitled to
vote at the special meeting was represented at the special meeting by proxy or
in person.  The following table shows the number of votes cast for,
against, abstentions, and the number of broker non-votes on each
matter:


For
            Against
            Abstain
            Broker
      Non-VotesIncrease
      authorized common stock and reduce par value
            1,017,775
            13,443
            2,500
            -Approve
      the sale of the land
            1,029,002
            2,216
            2,500
            -


8


PART
II





Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.





Market
Information





As of the
date of this report, no public market exists for our shares and none has existed
for many years.





Holders





As of
February 27, 2009, there were 834 record holders of our common
stock.





Dividends





During
the fiscal year ended December 31, 2008, no cash dividends were declared on our
common stock.  In the event we are able to close on Project “A” and
“C” Letter Agreements as described in Item 1 above, dividends may be paid at
some point in the foreseeable future.





Equity
Compensation Plan





The
Company has no equity compensation plan under which equity securities of the
Company are authorized for issuance.





Recent
Sales of Unregistered Securities





Convertible
Notes





From 1987
through 2008, we entered into various arrangements involving officers, directors
and other affiliated persons or entities owned or controlled by officers and/or
directors and issued Convertible Notes in connection therewith.  See
Item 1. “Business – Business Development – Convertible Notes” and Item 13.
“Certain  Relationships and Related Transactions, and Director
Independence.”





The
Convertible Notes accrue interest at 12% per annum and are convertible into
shares of the Company’s common stock at a price to be determined by our Board of
Directors, which shall not be more than $0.10 per share.  An election
to convert the Convertible Notes by the holders is required to convert into
shares of the Company’s common stock.  The Convertible Notes were
amended in August 2008 to extend the maturity date to December 31,
2009.  Convertible Notes were issued pursuant to Section 4(2) of the
Securities Act of 1933, as amended.





The
following table contains the amounts owing under the Convertible Notes as of
December 31, 2008 and 2007, including accrued interest:


Amount
      of Convertible Notes Outstanding
                        Number
      of Common Shares Into Which Convertible Notes may be Converted
      (1)December
      31, 2007
                        $1,130,580
                        11,305,800December
      31, 2008
                        $1,251,713
                        12,517,130


(1)
            Calculated
      based upon a conversion rate of $0.10 per share.  The
      Convertible Notes provide for a conversion price as the Board of Directors
      may deem appropriate, not in excess of $0.10 per
  share.





Loan
Agreement





On
January 11, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with
Robert W. Dunlap, President, Chief Executive Officer, Chief Financial Officer,
Treasurer and Director of the Company, under which Mr. Dunlap agreed to provide
us with a revolving line of credit for our short term cash requirements, secured
by with






9
 
 a first
priority interest in all of the Company’s assets.  Advances under the
Loan Agreement are subject to Mr. Dunlap’s sole discretion.  Interest
on any advanced funds under the Loan Agreement accrues at the rate of twelve
percent (12%) annually.  Additionally, we must pay a facility fee in
the amount of five percent (5%) of any advances under the Loan
Agreement.  The Loan Agreement is terminable at will by Mr.
Dunlap.





Under the
Loan Agreement, Mr. Dunlap advanced us $30,000 on January 11, 2007 and we issued
a promissory note in that amount to Mr. Dunlap, due and payable on December 31,
2007.  In August 2008, we amended the Loan Agreement to remove the
maturity date such that it is a demand note.  Also, under the Loan
Agreement, Mr. Dunlap advanced us $15,000 on May 2, 2007, $30,000 on July 18,
2007, $70,000 on November 9, 2007, $30,000 on February 20, 2008, $50,000 on May
16, 2008, and $60,000 on June 16, 2008, all of which is due upon
demand.  We issued promissory notes on the dates of the advances in
those amounts.  These notes are not past due because no demand for
payment has been made.





Item
6.                 Selected
Financial Data.





Not
applicable to smaller reporting companies.





Item
7.                 Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





General





Since
approximately 1985, we have had essentially no operations.  As of the
date of this report, we have no source of income.  We must rely
entirely upon loans from Robert W. Dunlap, President of the Company, to pay
operating expenses.  Without such funding, we will not continue to
exist.  There can be no assurance that further loans from Mr. Dunlap
will continue in the future.





In
February 2007, we entered into the Project “A” and Project “C” Letter Agreements
for purposes of selling and developing our Property.  A special
meeting of stockholders was held on February 20, 2008 where the Project “A” and
“C” Letter Agreements were approved.  We have not been allowed to
close the transactions contemplated by the Project “A” and “C” Letter
Agreements.  We continue to pursue our options (including litigation)
and to negotiate with Talisker in an effort to complete the Property
Sale.





Plan
of Operation





Over the
course of time, we have endeavored to monitor and plan the development of the
areas where our Property is located.  We estimate that we will be able
to continue our existence only if we complete the Property
Sale.  Other than the Property Sale, we have not identified any
sources of capital and, therefore, our future remains uncertain.  Our
attempts to obtain loans from conventional sources have proved
unsuccessful.  If the Property Sale is completed, we will participate
in the ownership and development of real property located in Wasatch County,
Utah.





Liquidity





Operating
activities used cash of $136,067 and $141,056 during 2008 and 2007,
respectively.  We received cash from financing activities in the
amount of $138,272 and $145,000 in 2008 and 2007, respectively, primarily from
the issuance of notes payable in the amount of $140,000 and $145,000 in 2008 and
2007, respectively, to Mr. Dunlap, the President and a director of our
Company.





At
December 31, 2008, we had a working capital deficit of $1,711,217, compared with
a working capital deficit of $1,391,246 at December 31, 2007.  Since
we have no significant source of revenue, working capital will continue to be
depleted by operating expenses.  We have neither available external
sources of debt nor any ability to raise equity funds in the near term and there
is no assurance that the officers or shareholders will continue to fund our
operations.






10
 
 Assets
 
 At
December 31, 2008, we had total assets of $167,086 compared to total assets of
$164,864 at December 31, 2007.  The increase in our total assets is
primarily due to the increase in cash from $4,071 at December 31, 2007 to $6,276
at December 31, 2008.  Our Property is comprised of approximately 333
acres of land situated in the East Elkhorn Mining District, Wasatch County,
Utah.  See Item 2. “Properties.”  We believe the value of
our land is in excess of its carrying value for purposes of financial
reporting.
 
 Results
of Operations
 
 We have
no current operations other than the potential development of our Property and
we have not generated any revenue.  We rely entirely upon loans to pay
operating expenses.
 
 We
incurred net losses during 2008 and 2007 of $284,855 and $400,460,
respectively.  The decrease in our net loss is largely due to the
decrease in professional fees and in the value of conversion liability offset by
the increase in general and administrative fees and interest
expense.  Professional fees (including legal and accounting) related
to the preparation of our annual reports and accompanying financial
statements.  Since we currently have no source of revenue, our working
capital will continue to be depleted by expenses.
 
 In August
2008, we reissued Convertible Notes with a conversion price to be determined by
our Board of Directors, but no more than $0.10 per share in any
event.  The Convertible Notes accrue interest at a rate of 12%
annually.  We recognized $149,301 and $128,656 of interest expense
related to our Convertible Notes and other outstanding debts during the 2008 and
2007, respectively.
 
 Prior to
February 20, 2008, we accounted for the embedded beneficial conversion feature
of the Convertible Notes as a derivative instrument requiring liability
classification as required by EITF 00-19.  We recognized a gain of
$33,388 during 2008 and a loss of $70,008 during 2007 as changes to the value of
the conversion liability during those years.  Upon increasing our
authorized common stock to 50,000,000 shares pursuant to the stockholder vote at
the special meeting, we ceased recognizing changes in the value of the
conversion liability associated with the potential settlement of the embedded
beneficial conversion feature of the Convertible Notes.  We also
reclassified our previously recognized liability for the settlement of the
conversion feature in the amount of $7,369,911 to equity in accordance with EITF
06-7.
 
 The
Report of the Independent Registered Public Accounting Firm and Note 2 of the
Notes to Financial Statements accompanying this report state that substantial
doubt has been raised about our ability to continue as a going
concern.  We have no business operations and, thus, no revenues to
cover our expenses.
 
 Off-Balance
Sheet Arrangements
 
 We did
not have any off-balance sheet arrangements as of December 31,
2008.
 
 Item 7A.               Quantitative and Qualitative Disclosure About
Market Risk.
 
 Not
applicable to smaller reporting companies.
 
  11
  Item
8.                 Financial
Statements and Supplementary Data.
 
 PARK-PREMIER
MINING COMPANY
 Index
to Consolidated Financial Statements
 
 PageIndependent
      Registered Public Accountants’ Report
              13Consolidated
      Balance Sheets
              14Consolidated
      Statements of Operations
              15Consolidated
      Statements of Stockholders’ Deficit
              16Consolidated
      Statements of Cash Flows
              17Notes
      to Consolidated Financial Statements
              18
 
  12
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                        13
  PARK-PREMIER
MINING COMPANY
 Consolidated
Balance Sheets
 
 
 December
      31,2008
                            
                            
                            2007ASSETSCURRENT
      ASSETSCash
                            
                            $
                            6,276
                            
                            
                            $
                            4,071Other current
      assets
                            
                            
                            503
                            
                            
                            
                            486Total current
    assets
                            
                            
                            6,779
                            
                            
                            
                            4,557Land
      and mining claims
                            
                            
                            160,307
                            
                            
                            
                            160,307Total assets
                            
                            $
                            167,086
                            
                            
                            $
                            164,864LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
payable
                            
                            $
                            103,981
                            
                            
                            $
                            91,704Accounts payable –
      officer
                            
                            
                            2,142
                            
                            
                            
                            457Accrued
      compensation
                            
                            
                            39,470
                            
                            
                            
                            20,540Accrued interest – related
      parties
                            
                            
                            277,957
                            
                            
                            
                            128,656Notes payable –
      officer
                            
                            
                            285,000
                            
                            
                            
                            145,000Convertible notes payable –
      related parties
                            
                            
                            1,009,446
                            
                            
                            
                            1,009,446Total current
      liabilities
                            
                            
                            1,717,996
                            
                            
                            
                            1,395,803Conversion liability – related
      parties
                            
                            
                            —
                            
                            
                            
                            7,430,299Total liabilities
                            
                            
                            1,717,996
                            
                            
                            
                            8,826,102COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      DEFICITCommon stock, par value $0.01,
      50,000,000 sharesauthorized, 1,998,800 issued
      and outstanding
                            
                            
                            19,988
                            
                            
                            
                            20,000Discount on common
      stock
                            
                            
                            (146,250
                            )
                            
                            
                            (146,250
                            )Additional paid-in
      capital
                            
                            
                            8,380,851
                            
                            
                            
                            985,656Accumulated
    deficit
                            
                            
                            (9,805,499
                            )
                            
                            
                            (9,520,644
                            )(1,550,910
                            )
                            
                            
                            (8,661,238
                            )Total liabilities and
      stockholders’ deficit
                            
                            $
                            167,086
                            
                            
                            $
                            164,864
 
 See notes
to the consolidated financial statements.
  14
  PARK-PREMIER
MINING COMPANY
 Consolidated
Statements of Operations
 
 
 Year
      Ended December 31,2008
                    
                    
                    2007EXPENSESGeneral and
      administrative
                    
                    $
                    62,255
                    
                    
                    $
                    2,203Compensation
      expense
                    
                    
                    18,930
                    
                    
                    
                    20,540Professional
    fees
                    
                    
                    82,101
                    
                    
                    
                    172,536Property tax
      expense
                    
                    
                    5,656
                    
                    
                    
                    6,517Loss from
    operations
                    
                    
                    (168,942
                    )
                    
                    
                    (201,796
                    )OTHER
      INCOME (EXPENSE)Interest
expense
                    
                    
                    (149,301
                    )
                    
                    
                    (128,656
                    )Change in value of conversion
      liability
                    
                    
                    33,388
                    
                    
                    
                    (70,008
                    )Net
      loss before income taxes
                    
                    
                    (284,855
                    )
                    
                    
                    (400,460
                    )Provision
      for income taxes
                    
                    
                    —
                    
                    
                    
                    —Net
      loss
                    
                    $
                    (284,855
                    )
                    
                    $
                    (400,460
                    )Net
      loss per share
                    
                    $
                    (0.14
                    )
                    
                    $
                    (0.20
                    )Weighted
      average shares outstanding
                    
                    
                    1,999,167
                    
                    
                    
                    2,000,000
 
 
 
 
 
 
 
 
 
 See notes
to the consolidated financial statements.
  15
  PARK-PREMIER
MINING COMPANY
 Consolidated
Statements of Stockholders’ Deficit
 
 
 DiscountOn
                      
                      
                      Additional
                      
                      
                      
                      
                      
                      TotalCommon
      Stock
                      
                      
                      Common
                      
                      
                      Paid-In
                      
                      
                      Accumulated
                      
                      
                      Stockholders’Shares
                      
                      
                      Amount
                      
                      
                      Stock
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      DeficitBalance,
      December 31, 2006
                      
                      
                      2,000,000
                      
                      
                      
                      20,000
                      
                      
                      
                      (146,250
                      )
                      
                      
                      985,656
                      
                      
                      
                      (9,120,184
                      )
                      
                      
                      (8,260,778
                      )Net loss
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (400,460
                      )
                      
                      
                      (400,460
                      )Balance,
      December 31, 2007
                      
                      
                      2,000,000
                      
                      
                      $
                      20,000
                      
                      
                      $
                      (146,250
                      )
                      
                      $
                      985,656
                      
                      
                      $
                      (9,520,644
                      )
                      
                      $
                      (8,661,238
                      )Shares redeemed
                      
                      
                      (1,200
                      )
                      
                      
                      (12
                      )
                      
                      
                      —
                      
                      
                      
                      (1,716
                      )
                      
                      
                      —
                      
                      
                      
                      (1,728
                      )Reclassification of conversion
      liability
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      7,396,911
                      
                      
                      
                      —
                      
                      
                      
                      7,396,911Net loss
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (284,855
                      )
                      
                      
                      (284,855
                      )Balance
      December 31, 2008
                      
                      
                      1,998,800
                      
                      
                      $
                      19,988
                      
                      
                      $
                      (146,250
                      )
                      
                      $
                      8,380,851
                      
                      
                      $
                      (9,805,499
                      )
                      
                      $
                      (1,550,910
                      )
 
 
 
 
 
 
 
 
 
 
 
 
 
 See notes
to the consolidated financial statements.
  16
  PARK-PREMIER
MINING COMPANY
 Consolidated
Statements of Cash Flows
 
 
 Year
      Ended December 31,2008
                        
                        
                        2007Cash
      flows from operating activities:Net loss
                        
                        $
                        (284,855
                        )
                        
                        $
                        (400,460
                        )Adjustments to reconcile net
      loss to net cash provided (used) by operating activities:Change in value of conversion
      liability
                        
                        
                        (33,388
                        )
                        
                        
                        70,008Changes in operating assets
      and liabilities:Accounts
    payable
                        
                        
                        12,277
                        
                        
                        
                        39,765Accrued interest – related
      parties
                        
                        
                        149,301
                        
                        
                        
                        128,656Accounts payable –
      officer
                        
                        
                        1,685
                        
                        
                        
                        457Accrued
      compensation
                        
                        
                        18,930
                        
                        
                        
                        20,540Other current
      assets
                        
                        
                        (17
                        )
                        
                        
                        (22
                        )Total
    adjustments
                        
                        
                        148,788
                        
                        
                        
                        259,404Net
      cash (used) in operating activities
                        
                        
                        (136,067
                        )
                        
                        
                        (141,056
                        )Cash
      flows from financing activities:Proceeds from note payable –
      officer
                        
                        
                        140,000
                        
                        
                        
                        145,000Purchase of company’s
      stock
                        
                        
                        (1,728
                        )
                        
                        
                        —Net
      cash provided by financing activities
                        
                        
                        138,272
                        
                        
                        
                        145,000Net
      increase in cash
                        
                        
                        2,205
                        
                        
                        
                        3,944Cash,
      beginning of year
                        
                        
                        4,071
                        
                        
                        
                        127Cash,
      end of year
                        
                        $
                        6,276
                        
                        
                        $
                        4,071
  Supplemental
      cash flow information:Income taxes
    paid
                      
                      $
                      —
                      
                      
                      $
                      —Interest paid
                      
                      $
                      —
                      
                      
                      $
                      —Non-cash reclassification of
      conversion liability to equity
                      
                      $
                      7,369,911
                      
                      
                      $
                      —
 
 
 See notes
to the consolidated financial statements.
  17
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 Note
1 – Summary of Significant Accounting Policies
 
 Organization
 
 Park-Premier
Mining Company’s principal business activity since its organization in 1907 has
been the exploration of its mining properties.  These properties
consist of partially explored mining claims located in mineralized
areas.  Current operations have diversified the direction of the
Company to include the acquisition, holding, and sale of real
property.
 
 Basis
of Consolidation and Minority Interest
 
 The
consolidated financial statements include the accounts of the Company and its
51% owned subsidiary, Park-Cummings Mining Company.  All significant
intercompany transactions and account balances have been
eliminated.  Park-Cummings Mining Company owed $887,242 and $776,636
to the Company at December 31, 2008 and 2007.
 
 No
minority interest is recorded because the subsidiary is indebted to the parent
in an amount in excess of the net assets of the subsidiary.  In the
event that the subsidiary realizes from sales of assets an amount in excess of
the amount due the parent, a minority interest may exist.
 
 Use
of Estimates
 
 The
preparation of the Company’s financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in these financial statements and
accompanying notes.  Actual results could differ from those
estimates.
 
 Among the
more sensitive estimates reflected in the accompanying financial statements is
the Company’s valuation of their common stock, which impacts the fair value of
their conversion liability.  Such valuation involves a high degree of
judgment and uncertainty.  While management believes the estimates of
fair value are reasonable, future sales of equity interests in the Company could
provide evidence that the estimated fair values should be reassessed and
possibly revised.
 
 Cash
and Cash Equivalents
 
 The
Company considers all highly liquid debt instruments with an original maturity
of three months or less to be cash equivalents.  There were no cash
equivalents as of December 31, 2008 or 2007, respectively.
 
 Earnings
(Loss) Per Share
 
 Earnings
(loss) per share of common stock is computed by dividing net income (loss) by
the weighted average number of common shares outstanding during the years ended
December 31, 2008 and 2007, or 1,999,167 and 2,000,000,
respectively.  As discussed in Note 4, the Company has issued
convertible notes, which can be converted into common stock approximately
12,517,130 and 11,305,800 shares at December 31, 2008 and 2007,
respectively.  These shares have not been considered in the
calculation of earnings (loss) per share because doing so would be
anti-dilutive.
 
 Fair
Value of Financial Instruments
 
 The
Company considers that the carrying amounts of financial instruments, including
accounts payable and accrued liabilities, approximate fair value due to their
short-term maturity.
 
  18
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 Valuation
of Long-Lived Assets
 
 The
Company reviews its long-lived assets for impairment, whenever events or changes
in circumstances indicate that the carrying amount may not be
recovered.  The Company looks primarily to the estimated undiscounted
cash flows in its assessment of whether or not long-lived assets have been
impaired.  The Company determined that there was no impairment of its
long-lived assets as of December 31, 2008 and 2007, respectively.
 
 Fair
Value of Conversion Liability - Related Parties
 
 The
Company accounts for convertible debt issued in connection with financing
activities in accordance with Statement of Financial Accounting Standards
(“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging
Activities,” and Emerging Issue Task Force (“EITF”) Issue No. 00-19, “Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company’s Own Stock” (“EITF 00-19”).  EITF 00-19 provides that
derivatives should be classified as either equity or a liability.  If
the derivative is determined to be a liability, the liability is fair valued
each reporting period with the changes recorded to the consolidated balance
sheets and consolidated statements of operations.  The Company
determined that the embedded conversion feature associated with the related
party convertible notes payable qualified as a liability under EITF
00-19.  As such the embedded conversion feature was subject to
bifurcation from the host instrument because an insufficient number of
authorized common shares existed to settle any conversion of such
notes.  Until February 20, 2008, the Company recognized a liability
for the potential conversion of the convertible notes.
 
 On
February 20, 2008, the Company increased the authorized common shares to
50,000,000, pursuant to stockholder approval.  The Company
reclassified the accrued liability for the beneficial conversion feature in the
amount of $7,369,911 to equity in accordance with EITF Issue No. 06-7, “Issuer's
Accounting for a Previously Bifurcated Conversion Option in a Convertible Debt
Instrument When the Conversion Option No Longer Meets the Bifurcation Criteria
in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities.”
 
 Recently
Issued Accounting Standards
 
 In
September 2008, the Financial Accounting Standards Board (“FASB”) ratified EITF
Issue No. 08-5, “Issuer’s Accounting for Liabilities Measured at Fair Value with
a Third-Party Credit Enhancement” (“EITF 08-5”).  EITF 08-5 provides
guidance for measuring liabilities issued with an attached third-party credit
enhancement (such as a guarantee).  It clarifies that the issuer
should not include the effect of a third-party credit enhancement in the fair
value measurement of the liability.  EITF 08-5 is effective for the
first reporting period beginning after December 15, 2008.  The
implementation of EITF 08-5 will not materially impact the Company’s financial
statements.
 
 In June
2008, the FASB ratified EITF Issue No. 08-4, “Transition Guidance for Conforming
Changes to Issue No. 98-5” (“EITF 08-4”).  EITF 08-4 provides
transition guidance with respect to changes made to EITF 98-5, that result from
EITF 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments,”
and SFAS No 150, “Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity.”  EITF 08-4 is
effective for fiscal years ending after December 15, 2008.  The
implementation of EITF 08-4 will not materially impact the Company’s financial
statements.
 
 In June
2008, the FASB issued FASB Staff Position (“FSP”) No. EITF 03-6-1, “Determining
Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities” (“FSP EITF 03-6-1”).  FSP EITF 03-6-1
clarified that all unvested share-based payment awards that contain rights to
non-forfeitable dividends participate in undistributed earnings with common
shareholders.  Awards of this nature are considered participating
securities and the two-class method of computing basic and diluted earnings per
share must be applied.  FSP EITF 03-6-1 is effective for the fiscal
years beginning after December 31, 2008.  The Company does not believe
this standard will materially impact its financial statements.  At
this time, the Company does not have any such instruments.
 
  19
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 addresses how an entity should evaluate whether an
instrument is indexed to its own stock.  EITF 07-5 is effective for
periods beginning after December 15, 2008.  EITF 07-5 must be applied
to outstanding instruments as of the beginning of the fiscal year in which the
standard is adopted and should be treated as a cumulative effect adjustment to
the opening balance of retained earnings.  The Company does not
believe this standard will materially impact its financial
statements.
 
 In May
2008, the FASB issued FSP No. APB 14-1 “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP APB 14-1”).  FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash upon either mandatory
or optional conversion (including partial cash settlement) are not addressed by
paragraph 12 of APB No. 14 “Accounting for Convertible Debt and Debt issued with
Stock Purchase Warrants.”  Additionally, FSP APB 14-1 specifies that
issuers of such instruments should separately account for the liability and
equity components of convertible debt in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods.  FSP APB 14-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  The Company will adopt FSP
APB 14-1 beginning in the first quarter of 2009, and will apply this standard on
a retrospective basis.  The Company does not believe this standard
will materially impact its financial statements.  At this time, the
Company does not have any such instruments.
 
 In May
2008, FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting
Principles” (“SFAS 162”).  SFAS 162 is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles.”  The Company does not expect that
this Statement will result in a change in current practice.  However,
transition provisions have been provided in the unusual circumstance that the
application of the provisions of this Statement results in a change in
practice.  The implementation of SFAS 162 will not materially impact
the Company’s financial statements.
 
 In April
2008, the FASB issued FASB Staff Position (FSP) No. 142-3, “Determining the
Useful Life of Intangible Assets” (“FSP 142-3”).  FSP 142-3 amends the
factors to be considered in determining the useful life of intangible
assets.  Its intent is to improve the consistency between the useful
life of an intangible asset and the period of expected cash flows used to
measure such asset’s fair value.  FSP 142-3 is effective for fiscal
years beginning after December 15, 2008.  The Company does not believe
this standard will materially impact its financial statements.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – an amendment to FASB Statement No. 133” (“SFAS
161”).  SFAS 161 enhances the disclosure requirements for derivative
instruments and hedging activities under FASB Statement No.
133.  Entities are required to provide disclosures about (i) how and
why an entity uses derivative instruments, (ii) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (iii) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance and cash
flows.  SFAS 161 is effective for fiscal years and financial periods
beginning after November 15, 2008, with early adoption
encouraged.  The Company does not believe this standard will
materially impact its financial statements.
 
 In
February 2008, the FASB issued FSP No. 157-2, “Effective Date of FASB Statement
No. 157” (FSP 157-2).  FSP 157-2 delays the effective date of SFAS No.
157, “Fair Value Measurements” (“SFAS 157”), for non-financial assets and
non-financial liabilities, except for certain items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually).  SFAS 157 establishes a fair value hierarchy to
measure assets and liabilities, and expands disclosures about fair value
measurements.  SFAS 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the
information.  The Company does not believe this standard will
materially impact its financial statements.
 
  20
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements” (“SFAS 160”).  SFAS 160 amends
Accounting Research Bulletin No. 51, “Consolidated Financial Statements” and
requires (i) classification of non-controlling interests, commonly referred to
as minority interests, within stockholders’ equity, (ii) net income to include
the net income attributable to the non-controlling interest, and (iii) enhanced
disclosure of activity related to non-controlling interests.  SFAS 160
is effective for fiscal years beginning after December 15, 2008.  The
Company does not believe this standard will materially impact its financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”), which replaces SFAS No. 141.  SFAS 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non controlling interest in the acquiree and the
goodwill acquired, and establishes that acquisition costs will be generally
expensed as incurred.  This statement also establishes disclosure
requirements which will enable users to evaluate the nature and financial
effects of the business combination.  SFAS 141R is effective as of the
beginning of an entity’s fiscal year that begins after December 15, 2008, which
will be the Company’s year beginning January 1, 2009.  The Company
does not believe this standard will materially impact its financial
statements.
 
 Recently
Adopted Accounting Standards
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - including an Amendment of FASB
Statement No. 115” (“SFAS 159”), which allows an entity to choose to measure
certain financial instruments and liabilities at fair
value.  Subsequent measurements for the financial instruments and
liabilities an entity elects to fair value will be recognized in
earnings.  SFAS 159 also establishes additional disclosure
requirements.  The Company adopted SFAS 159 on January 1,
2008.  The adoption of SFAS 159 had no impact on the Company’s
consolidated financial statements.
 
 On
January 1, 2007, the Company adopted the provisions of the FASB issued
Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income
Taxes--an interpretation of FASB Statement No. 109,” which provides a financial
statement recognition threshold and measurement attribute for a tax position
taken or expected to be taken in a tax return.  Under FIN 48, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the
position.  The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate
settlement.  FIN 48 also provides guidance on derecognition of income
tax assets and liabilities, classification of current and deferred income tax
assets and liabilities, accounting for interest and penalties associated with
tax positions, and income tax disclosures.  There was no financial
statement impact to the Company as a result of the adoption.
 
 Income
Taxes
 
 The
Company records deferred taxes in accordance with SFAS No. 109, “Accounting for
Income Taxes.”  The statement requires recognition of deferred tax
assets and liabilities for temporary differences between the tax bases of assets
and liabilities and the amounts at which they are carried in the financial
statements, based upon the enacted tax rates in effect for the year in which the
differences are expected to reverse.  A valuation allowance is
established when necessary to reduce deferred tax assets to the amount expected
to be realized.
 
 Other
 
 The
Company has no advertising expenses and paid no dividends during the periods
presented.
 
  21
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 Note
2 – Basis of Presentation
 
 The
accompanying consolidated financial statements have been prepared assuming the
Company continues as a going concern.  The Company has not generated
revenue from operations for many years.  In order to maintain the
Company’s existence, a major stockholder and an Officer of the Company has
loaned the Company funds for working capital.  As discussed in Note 4,
the Company has convertible notes payable in the amount of $1,009,446 that were
rewritten in August 2008, due December 31, 2009, and demand notes payable in the
amount of $285,000.  Without such funding from the major stockholders
and rewriting of the convertible notes payable to extend the maturity date of
these notes, the Company could not continue to exist.  However, there
can be no assurance that funding from these sources will continue in the future
or the Company will have sufficient funds to develop its
properties.
 
 Note 3–
Common
Capital Stock
 
 In
accordance with its Articles of Incorporation, the Company received mines and
mining claims and services, primarily developed costs, on March 6, 1928, in full
payment for its 2,000,000 shares of common capital stock.  The mines
and mining claims acquired in 1928 were recorded on the Company’s books at the
par value of the shares issued less a discount on the common
stock.  The Company’s shares are assessable and there are no unpaid
assessments at December 31, 2008.
 
 Note
4 – Convertible Notes Payable - Related Parties
 
 Convertible
notes payable were issued by the Company with a conversion price to be
determined by the Board of Directors, except the conversion price shall not be
more than $0.10 per share.  All notes, including accrued interest,
were originally issued in 2001 and were rewritten on January 1, 2002, 2004 and
2007.  In August 2008, the notes were rewritten again with an
effective date of January 1, 2008 and are due December 31, 2009.  The
notes, as rewritten, call for payment of both principal and interest upon
maturity and accrue interest at an annual rate of 12%.  Convertible
notes payable are to four individuals and two entities and total $1,009,446 in
principal owing at December 31, 2008 and 2007.
 
 The
Company entered into a transaction that values substantially all of the
Company’s assets: its real estate.  The Company utilized information
that it obtained in its current negotiations as to the fair market value of its
real estate and then, using this value, considered all other financial aspects
of the Company, such as its liabilities and commitments, to determine the
current fair value of the Company and thus the Company’s common
stock.  The Company then undertook a historical study of the changes
that occurred over the past six years as best as it could determine the events
that caused the increase in the value of the Company’s real
estate.  Thus, the Company was able to determine the fair value of its
common stock on a year-by-year basis.
 
 On
February 20, 2008, the Company amended its articles of incorporation increasing
the authorized shares of common stock from 2,000,000 shares, $.25 par value per
share, to 50,000,000 shares, $.01 par value per share, pursuant to a resolution
passed by the Company’s shareholders.
 
 Prior to
the increase of authorized shares on February 20, 2008, it was assumed that the
Company would be required to net-cash settle the conversion in accordance with
EITF 00-19.  Pursuant EITF 00-19, the Company recorded a liability
equal to the estimated fair value of the shares that would be required to
convert all of the outstanding convertible debt and accrued interest, since the
Company did not have a sufficient number of authorized stock available to
satisfy the conversion of the debt and since the debt agreements required the
Company to physically settle the conversions only by delivering
shares.  The Company recorded the change in the estimated fair value
of the conversion liability at the end of each reporting period as a component
of other income (expense) in accordance with EITF 00-19.  As of
February 20, 2008, the Company has a sufficient number of authorized shares of
common stock to satisfy the conversion of the convertible debt.  The
fair value of the conversion liability was $7,369,911 at February 20, 2008,
resulting in a gain on the change in the value of the conversion liability of
$33,388 during the first quarter of 2008.  The balance of the value
ascribed to the conversion liability of $7,369,911 was reclassified to equity in
accordance with EITF 06-7.
 
  22
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 At
December 31, 2008 and 2007, the outstanding convertible debt and accrued
interest totaling $1,251,713 and $1,130,580 could be converted into 12,517,130
and 11,305,800 shares of common stock, respectively, resulting in 14,515,930 and
13,305,800 total shares of common stock outstanding, respectively (assuming the
conversion would have occurred at the end of each such year).
 
 The
estimated fair value of the conversion liability, prior to its elimination, was
determined using the Black-Scholes formula applying the following assumptions:
risk-free interest rate of 4.22% at February 20, 2008 and 4.81% at December 31,
2007; remaining contractual term of three months; volatility of 67%; and an
estimated fair value of the underlying stock of $0.74 per share at February 20,
2008 and $0.76 per share at December 31, 2007.  The discount rate was
determined by the bond equivalent yield.
 
 In August
2008, the Company issued amended and restated convertible notes payable –
related parties with an effective date of January 1, 2008.  The
amended convertible notes payable extend the due date of such notes to December
31, 2009.
 
 Also, in
August 2008, the Company issued an amended and restated notes payable – officer
with an effective date of January 1, 2008.  The amended note payable
removes the maturity date of the note such that it is a demand
note.  As of December 31, 2008 and 2007, the Company owes $285,000 and
$145,000, respectively, of principal and $35,690 and $7,522, respectively, of
accrued interest pursuant to these notes payable – officer.
 
 Note
5 – Capital Stock
 
 On
February 20, 2008, the Company amended its articles of incorporation increasing
the authorized shares of common stock from 2,000,000 shares, $.25 par value per
share, to 50,000,000 shares, $.01 par value per share.  As a result,
the Company adjusted the balance of common stock and additional paid-in capital
by the change in par value of the outstanding common stock, or
$480,000.  All share and per share amounts, as well as common stock
and additional paid-in capital, have been retroactively restated to reflect this
change.
 
 On April
21, 2008, the Company completed its purchase of 1,200 shares of common stock
pursuant to one shareholder’s valid exercise of dissenters’
rights.  The 1,200 purchased shares have been cancelled and returned
to authorized and unissued common stock.
 
 Note
6 – Commitments and Contingencies
 
 Condemnation
by the Bureau of Reclamation as part of the Central Utah Project has taken a
material part of the Company’s properties.  As such, the value of the
Company’s remaining land holdings is stated at cost on the Company’s financial
statements.
 
 On
October 31, 2007, the Company was named as a defendant in the civil litigation
named Terry B. Brodkin v. Tuhaye Golf, LLC, et. al. filed in the District Court
of Wasatch County, Utah.  In the lawsuit, the plaintiff seeks to
establish access rights to his landlocked property.  The plaintiff
also seeks damages in the amount of $5.5 million due to an alleged lost sale of
his property caused by being landlocked.  The Company has evaluated
the position of the plaintiff’s land relative to the Company’s land and believes
that any access rights that may be granted to the plaintiff will not cross the
Company’s land.  Furthermore, the Company has assessed the probability
of financial loss from this claim as remote.  The District Court
dismissed the easement by necessity and private condemnation claims of the
Plaintiff, leaving Plaintiff’s “third party beneficiary” claim as the primary
claim in the action.  The ultimate outcome of this litigation cannot
presently be determined and, accordingly, the financial statements have not been
adjusted to allow for a potential loss from the claim.  The Company
intends to vigorously contest the claim.
 
  23
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 Note
7 – Related Party Transactions
 
 Funding
of Expenditures
 
 The
Company has not generated revenue from sales for many years.  The cash
requirements of the Company exceed the cash generated by such
sales.  The President of the Company, Robert W. Dunlap, has loaned
money to the Company.  At December 31, 2008 and 2007, amounts due from
the Company to Robert W. Dunlap were $1,409,985 and $1,129,814, respectively,
which includes accrued interest and the deferral of a portion of the
compensation earned through such dates.  On January 1, 2007, the
related party convertible notes payable were modified and reissued, extending
the maturity date to December 31, 2009.
 
 Additionally
in 2008 and 2007, Mr. Dunlap loaned the Company $140,000 and $145,000,
respectively, and the Company issued promissory notes in the amount of $140,000
and $145,000, respectively, to Mr. Dunlap that call for payment upon
demand.  These promissory notes are not considered past due, as no
demand for payment has been made.
 
 Note
8 – Income Taxes
 
 Deferred
tax assets on the balance sheet primarily include Federal net operating loss
carryforwards (collectively “NOLs”) which are expected to result in future tax
benefits.  Realization of these NOLs assumes that we will be able to
generate sufficient future taxable income to realize these
assets.  Deferred tax assets also include temporary differences
between the financial reporting basis and the income tax basis of its assets and
liabilities at enacted tax rates expected to be in effect when such assets or
liabilities are realized or settled.
 
 In
assessing the recoverability of deferred tax assets, the Company considers
whether it is more likely that some portion or all of the deferred tax assets
will not be realized.  The ultimate realization of deferred tax assets
is dependent upon the generation of future taxable income during the periods in
which those temporary differences are expected to be deductible.  We
consider the scheduled reversal of deferred tax liabilities, projected future
taxable income and projections for future taxable income over the periods in
which the deferred tax assets are expected to be deductible.
 
 At
December 31, 2008 and 2007, the Company had NOLs of approximately $1,339,000 and
$1,054,000, respectively, available to offset future taxable
income.  The Company’s federal NOLs began to expire in 2007 and will
continue to do so until 2022.
 
 The
Company has approximately $669,000 and $440,000 of deferred tax assets as of
December 31, 2008 and 2007, respectively, relating primarily to net operating
loss carryforwards.  SFAS 109 requires the future utilization to be
recorded as a deferred tax asset if management believes if it is more likely
than not that the Company will generate future taxable income.  The
Company periodically assesses the realizability of our available NOLs to
determine whether it believes it will generate enough future taxable income to
utilize some portion or all of the available NOLs.  Based upon the
level of historical taxable income and projections for future taxable income
over the periods in which the deferred tax assets are deductible, management
could not conclude that realization of its deferred tax assets at December 31,
2008 and 2007 was more likely than not, and therefore recorded a valuation
allowance to reduce the net deferred tax assets to zero.
 
  24
  PARK-PREMIER
MINING COMPANY
 Notes
to Consolidated Financial Statements
 
 The
following table presents the tax effects of temporary differences that give rise
to significant portions of deferred tax assets at December 31:
 
 2008
                      
                      
                      2007Deferred
      tax assets:Net operating loss carryforwards
                      
                      $
                      508,368
                      
                      
                      $
                      358,316Related party payable and accrued interest
                      
                      
                      121,308
                      
                      
                      
                      50,875Other temporary differences
                      
                      
                      39,280
                      
                      
                      
                      31,179$
                      669,226
                      
                      
                      $
                      440,370Net deferred tax asset before valuation allowance
                      
                      $
                      669,226
                      
                      
                      $
                      440,370Valuation allowance
                      
                      
                      (669,226
                      )
                      
                      
                      (440,370
                      )Net deferred tax asset
                      
                      $
                      —
                      
                      
                      $
                      —
 
 Note
9 – Land and Mining Claims
 
 Land and
mining claims are stated at cost as of December 31, 2008 and 2007.
 
 The
Company did not identify sufficient mineral potential to meet the federal
requirements to maintain its unpatented mining claims under the United States
mining laws and therefore the unpatented claims were withdrawn from mineral
entry.
 
 The
Company continues its effort to sell or develop its remaining land holdings,
after the condemnation of the majority of its acreage by the Bureau of
Reclamation.  The Company believes that the fair market value of its
land holdings is greater than their cost.
 
 The
Company entered into two letter agreements in February 2007, pertaining to the
sale and development of its property.  The purchaser has not performed
according to the contractual terms and conditions of the two letter agreements;
therefore, the sale of the Company’s property has not closed.  The
Company is evaluating its options (including litigation) and continuing to
negotiate with the purchaser to determine if it will be possible to close the
transactions on terms acceptable to the Company.
 
  25
  Item
9.          Changes In and
Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.
 
 Item
9A.       Controls and
Procedures.
 
 Under the
supervision and with the participation of Robert W. Dunlap, our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end of
the period covered by this report.  Based on his evaluation, Mr.
Dunlap concluded that the Company’s disclosure controls and procedures are not
effective to ensure that information required to be included in the Company’s
periodic SEC filings is recorded, processed, summarized, and reported within the
time periods specified in the SEC rules and forms.
 
 The
internal control deficiencies noted consisted primarily of inadequate staffing
and supervision that could lead to the untimely identification and resolution of
accounting and disclosure matters and failure to perform timely and effective
reviews.  However, the size of the Company prevents it from being able
to employ sufficient resources to enable it to have adequate segregation of
duties within its internal control system.  Mr. Dunlap oversees our
accounting and general internal control process, allowing him to override our
internal control systems.  As we have a very limited staff, we do not
have other management staff with financial accounting experience for purposes of
crosschecking or advising Mr. Dunlap on our accounting or financial reporting
processes.  Our current processes and procedures require substantive
manual intervention, estimation and reliance on several sources of information
that are not integrated with our accounting system.
 
 Accordingly,
we have concluded that the above is a result of material weaknesses in our
internal controls over financial reporting.  Other than described
above, there have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
December 31, 2008.
 
 Management’s
Annual Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is a process designed by, or under the supervision of, our president
and implemented by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
 
 Our
evaluation of internal control over financial reporting includes an analysis
under the COSO framework, an integrated framework for the evaluation of internal
controls issued to identify the risks and control objectives related to the
evaluation of the control environment by the Committee of Sponsoring
Organizations of the Treadway Commission.
 
 Based on
our evaluation described above, our management has concluded that our internal
control over financial reporting was not effective during the fiscal year ended
December 31, 2008.  Management has determined that (i) our inadequate
staffing and supervision, and the resulting ability of management to override
our internal control systems, and (ii) the significant amount of manual
intervention required in our accounting and financial reporting process are
material weaknesses in our internal control over financial
reporting.
 
 This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation
requirements by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to
provide only management’s report in this annual report.
 
 Respectfully,
 Robert W.
Dunlap, President (Principal Executive, Financial, and Accounting
Officer)
 
  26
  Item
9B.       Other Information.
 
 None.
 
 PART
III
 
 Item
10.        Directors, Executive Officers
and Corporate Governance.
 
 The
officers and directors of the Company are:
 
 Name
                      Age
                      Title(s)Robert
      W. Dunlap
                      56
                      President,
      Chief Executive Officer, Chief Financial Officer, and
    DirectorJeffrey
      L. Lee
                      49
                      Vice
      President and DirectorSteven
      R. Lee
                      45
                      Secretary,
      Treasurer and
Director
 
 The
directors of the Company are elected to serve until the next annual
stockholders’ meeting or until their respective successors are elected and
qualified.  Officers of the Company hold office until the meeting of
the Board of Directors immediately following the next annual stockholders’
meeting or until removal by the Board of Directors.  Interim
replacements for resigning directors and officers are appointed by the Board of
Directors.  Directors of the Company receive no compensation to date
for their service as directors.  Set forth below are brief
descriptions of the recent employment and business experience of the Company’s
officers and directors.
 
 Robert W. Dunlap has been
President of the Company since September 1987 and a director of the Company
since March 1987.  Mr. Dunlap has been engaged in the oil and gas,
minerals, and real estate industries since 1990.  During that time,
Mr. Dunlap worked for several oil and gas and mineral companies in diverse
consulting capacities, including land manager, corporate counsel and senior
managing landman.  Mr. Dunlap obtained a Bachelor of Science degree in
Psychology from the University of Colorado 1975 and a Juris Doctor degree from
the University of Denver College of Law in 1979.
 
 Jeffrey L. Lee has been Vice
President and a Director of the Company since August 1994.  From
December 1990 to January 1, 2000 he was a Vice President of Sales for Power
Packaging, Inc., a privately owned company specializing in manufacturing and
logistics outsourcing solutions located in Illinois.  Mr. Lee has
concentrated on several family businesses since leaving Power Packaging,
Inc.  Mr. Lee is also a general partner of AMI Associates, a Nevada
general partnership, and President of Affiliated Mining, Inc.  He is
the brother of Steven R. Lee.
 
 Steven R. Lee has been a
Secretary, Treasurer and a Director of the Company since January
1994.  Mr. Lee was also formerly employed in an administrative
position with Power Packaging, Inc.  Mr. Lee is also a general partner
of AMI Associates, a Nevada general partnership.  He is the brother of
Jeffrey L. Lee.
 
 None of
the directors of the Company holds other directorships in reporting
companies.
 
 None of
the directors of the Company has been involved in any bankruptcy or criminal
(excluding traffic violations and other minor offenses)
proceedings.  None of the directors of the Company is subject to any
order, judgment or decree related to his involvement in any type of business,
securities or banking activities or has been found to have violated a federal or
state securities or commodities law.
 
 We
presently do not have an audit committee, compensation committee, nominating
committee, executive committee of our Board of Directors, stock plan committee
or any other committees.
 
 Code
of Ethics
 
 We have
not yet adopted a Code of Business Conduct and Ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer, and persons performing similar functions, because the Company has had
virtually no operations for many years.
 
 27
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934 requires our directors, officers
and holders of more than 10% of our common stock to file with the SEC initial
reports of ownership and reports of changes in ownership of our common stock and
other equity securities.  Based solely on a review of these Section 16
reports, we believe that during and for the fiscal year ended December 31, 2008,
our officers, directors and 10% stockholders timely complied with all Section
16(a) filing requirements.
 
 Item
11.           Executive
Compensation.
 
 Compensation
Discussion and Analysis
 
 Our
executive compensation consists of payment of an hourly fee for services
rendered by our Chief Executive Officer (“CEO”).  During 2008, the
hourly rate paid to our CEO for his services was $100.  We have
accrued all compensation owed to our CEO and do not intend to pay the accrued
compensation until we are able to successfully sell our Property or otherwise
generate revenue.
 
 The
following table sets forth information for the Chief Executive Officer (“CEO”)
of the Company, Robert W. Dunlap.  No disclosure need be provided for
any executive officer, other than the CEO, whose total annual compensation and
bonus for the last completed fiscal year did not exceed
$100,000.  Accordingly, no other executive officers of the Company are
included in the table.
 
 Summary
Compensation Table
 Name
      and Principal Position
                                  Year
                                  Salary
      ($)
                                  All
      Other Compensation ($)
                                  Total
      ($)Robert
      W.
                                    Dunlap,
                                    President
                                  2008
                                  -0-
                                  18,930
                                  18,9302007
                                  -0-
                                  20,540
                                  20,5402006
                                  -0-
                                  26,625
                                  26,625
 
 The
Company does not have any employment contracts with any of its officers or
directors.  See Item 13. “Certain  Relationships and Related
Transactions, and Director Independence.”  Such persons are employed
by the Company on an at will basis, and the terms and conditions of employment
are subject to change by the Company.  Mr. Dunlap, the Company’s
president, was not granted any stock options during the fiscal years ended
December 31, 2008 and 2007.
 
 Stock
Option Plans
 
 The
Company has no stock option plans, nor did it grant any options during the
period ended December 31, 2008 and it had no options outstanding at that
date.
 
 Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
 
 The
following table sets forth information, as of February 27, 2009, with respect to
the beneficial ownership of the Company’s common stock by each person known by
the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock and by directors and officers of the Company, both
individually and as a group:
 
 Name
      and Address of Beneficial Owners
                                                Shares
      Owned Beneficially(1)(2)
                                                Percent
      Owned Beneficially(1)Robert
      W. Dunlap & Kathy Dunlap(3)
                                                  32391
      Horseshoe Drive
                                                  Evergreen,
      CO 80439
                                                10,984,332(4)
                                                88.0%   28
  Name
      and Address of Beneficial Owners
                                                  Shares
      Owned Beneficially(1)(2)
                                                  Percent
      Owned Beneficially(1)
 AMI
      Associates(5)
                                                    1708
      Essex Court
                                                    St.
      Charles, IL 60174
                                                  507,500
                                                  25.4%Affiliated
      Mining Inc.(6)
                                                    1708
      Essex Court
                                                    St.
      Charles, IL 60174
                                                  1,110,309(7)
                                                  35.7%Jeffrey
      L. Lee
                                                    1708
      Essex Court
                                                    St.
      Charles, IL 60174
                                                  1,927,484(8)
                                                  56.4%Steven
      R. Lee
                                                    41760
      E. 1200 N.
                                                    Gibson
      City, IL 60936
                                                  1,927,484(8)
                                                  56.4%Douglas
      K. Lee
                                                    6653
      Conch Ct.
                                                    Boynton
      Beach, FL 33437
                                                  1,982,160(9)
                                                  57.1%Claudette
      K. Lee
                                                    357
      Larsen Street
                                                    Sycamore,
      IL 60178
                                                  1,927,484(8)
                                                  56.4%Janice
      M. Atkins
                                                    4840
      E. Creek Ridge Trail
                                                    Reno,
      NV 89509
                                                  1,982,160(10)
                                                  57.1%Jeanette
      M. Johnson
                                                    220
      North Delilah St.
                                                    Corona,
      CA 92879
                                                  1,927,484(8)
                                                  56.4%Estate
      of Bertha Marie Dunlap c/o Judyth Kerlin
                                                    7165
      E. Louisiana Ave
                                                    Denver,
      CO 80224
                                                  510,964(11)
                                                  20.4%Lee
      Family Partnership(12)
                                                    1708
      Essex Court
                                                    St.
      Charles, IL 60174
                                                  309,675
                                                  13.4%Candace
      Thoke
                                                    4N235
      Wildrose Road
                                                    St.
      Charles, IL 60174
                                                  309,675(13)
                                                  13.4%All
      officers and directors as a group (3 persons)
                                                  12,911,816(4)(8)
                                                  92.9%
 (1)
                Where
      persons listed on this table have the right to obtain additional shares of
      common stock through the exercise or conversion of other securities within
      60 days from February 27, 2009, these additional shares are deemed to be
      outstanding for the purpose of computing the percentage of common stock
      owned by such persons, but are not deemed to be outstanding for the
      purpose of computing the percentage owned by any other
      person.  Percentages are based on 1,998,800 shares of Common
      Stock outstanding as of February 27,
2009.
 (2)
                To
      the Company’s knowledge, except as set forth in the footnotes to this
      table and subject to applicable community property laws, each person named
      in the table has sole voting and investment power with respect to the
      shares set forth opposite such person’s
name.
 (3)
                Mr.
      Dunlap is a beneficiary of the estate of Bertha Marie Dunlap, but he is
      not the executor of the estate.  Bertha Marie Dunlap’s estate is
      the holder of a Convertible Note that is convertible into 510,964 shares
      of Common Stock at $0.10 per share.  Mr. Dunlap disclaims
      beneficial ownership of the shares issuable to Ms. Dunlap’s
      estate.
 (4)
                Includes
      10,476,832 shares issuable upon conversion of Convertible Notes at $0.10
      per share.
 (5)
                Jeffrey
      L. Lee, Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette M.
      Johnson and Janice M. Atkins are general partners of AMI
      Associates.
 (6)
                Affiliated
      Mining, Inc (“Affiliated Mining”) is a private company owned by Jeffrey L.
      Lee, Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette M. Johnson,
      and Janice M. Atkins.  Jeffrey L. Lee, Steven R.
    29
  Lee
      and Claudette K. Lee are officers and directors of Affiliated
      Mining.(7)
                Includes
      1,110,309 shares issuable upon conversion of Convertible Notes at $0.10
      per share.
 (8)
                Includes
      507,500 shares held by AMI Associates, 309,675 shares issuable upon
      conversion of a Convertible Note held by the Lee Family Partnership, and
      1,110,309 shares issuable upon conversion of Convertible Notes at $0.10
      per share held by Affiliated
Mining.
 (9)
                Includes
      54,676 shares issuable upon conversion of a Convertible Note at $0.10 per
      share, 507,500 shares held by AMI Associates, 309,675 shares issuable upon
      conversion of a Convertible Note at $0.10 per share held by the Lee Family
      Partnership, 1,110,309 shares issuable upon conversion of Convertible
      Notes at $0.10 per share held by Affiliated
  Mining.
 (10)
                Includes
      54,676 shares issuable upon conversion of a Convertible Note at $0.10 per
      share, 507,500 shares held by AMI Associates, 309,675 shares issuable upon
      conversion of a Convertible Note held by the Lee Family Partnership, and
      1,110,309 shares issuable upon conversion of Convertible Notes at $0.10
      per share held by Affiliated
Mining.
 (11)
                Includes
      510,964 shares issuable upon conversion of a Convertible Note at $0.10 per
      share.
 (12)
                The
      Lee Family Partnership is owned by Jeffrey L. Lee, Steven R. Lee, Douglas
      K. Lee, Claudette K. Lee, Jeanette M. Johnson, Janice M. Atkins, and
      Candace K. Thoke.
 (13)
                Includes
      309,675 shares issuable upon conversion of a Convertible Note at $0.10 per
      share held by the Lee Family
Partnership.
 
 Changes
in Control
 
 The
Convertible Notes, if converted, have the potential to change the control of the
Company.  Robert W. Dunlap would own 88% of the Company if he alone
converted his Convertible Notes and 75.7% of the Company if every holder
converted their Convertible Notes into common stock.
 
 Equity
Compensation Plans
 
 The
Company has no equity compensation plan under which equity securities of the
Company are authorized for issuance.
 
 Item
13.           Certain
Relationships and Related Transactions, and Director Independence.
 
 Director
Independence
 
 Our
common stock is not traded on any exchange.  As such, we are not
currently subject to corporate governance standards of listed companies, which
require, among other things, that the majority of the board of directors be
independent.  None of the directors are independent because they each
hold or control a significant portion of the Company’s outstanding
stock.
 
 Loans
Made by Shareholders/Affiliates
 
 From 1987
through 2008, we entered into various borrowing, expense and deferral
arrangements involving officers, directors and other affiliated persons or
entities owned or controlled by officers and/or directors, in exchange for which
we issued the Convertible Notes.  The Convertible Notes accrue
interest at 12% per annum and are convertible into shares of the Company’s
common stock at a price to be determined by our Board of
Directors.  The conversion price shall not be more than $0.10 per
share.  The Convertible Notes were issued in reliance on Section 4(2)
of the Securities Act of 1933, as amended.
 
 The
holders of the Convertible Notes are affiliates of the
Company.  Bertha Marie Dunlap, deceased, is the mother of Robert W.
Dunlap, the President and a director of the Company.  Affiliated
Mining, Inc. is a private company owned by Jeffery L. Lee, Steven R. Lee,
Douglas K. Lee, Claudette K. Lee, Jeanette M. Johnson and Janice M.
Atkins.  Jeffrey L. Lee, Steven R. Lee, and Claudette K. Lee, are also
officers and directors of Affiliated Mining, Inc.  Jeffery L. Lee,
Steven R. Lee, Douglas K. Lee, Claudette K. Lee, Jeanette M. Johnson, Janice M.
Atkins, and Candace Thoke are Partners of the Lee Family
Partnership.
 
 30
 The
following table sets forth the amount of Convertible Notes, including accrued
interest, payable to each related party as of December 31 of the following
years:
 
 Convertible Note Holder
                        2008
                        2007
                        2006Robert
      W. Dunlap
                        $1,047,683
                        $946,295
                        $677,881Affiliated
      Mining, Inc.
                        111,031
                        100,286
                        89,541Estate
      of Bertha Dunlap
                        51,096
                        46,152
                        41,207Lee
      Family Partnership
                        30,967
                        27,971
                        24,974Douglas
      K Lee
                        5,468
                        4,938
                        4,409Janice
      Atkins
                        5,468
                        4,938
                        4,409Total
                        $1,251,713
                        $1,130,580
                        $842,421
 
 The
Convertible Notes were reissued on January 1, 2002, extending the maturity date
to January 1, 2004.  The Convertible Notes were reissued again on
January 1, 2004, further extending the maturity date to January 1,
2007.  The Convertible Notes were reissued again on January 1, 2007 as
demand notes, with all principal and interest due on December 31, 2007, if not
sooner paid.  In August 2008, the Convertible Notes were again
reissued extending the maturity date to December 31, 2009.
 
 The
January 1, 2007 reissued Convertible Notes included additions to principal based
upon cash advances made ($66,000), unreimbursed expenses paid ($21,456), fees
earned for services rendered by Robert W. Dunlap during the interim periods
($41,111), and accrued interest ($33,197).
 
 Loan
Agreement
 
 On
January 11, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with
Robert W. Dunlap, President, Chief Executive Officer, Chief Financial Officer,
Treasurer and Director of the Company, under which Mr. Dunlap agreed to provide
us with a revolving line of credit for our short term cash requirements, secured
by with a first priority interest in all of the Company’s
assets.  Advances under the Loan Agreement are subject to Mr. Dunlap’s
sole discretion.  Interest on any advanced funds under the Loan
Agreement accrues at the rate of twelve percent (12%)
annually.  Additionally, we must pay a facility fee in the amount of
five percent (5%) of any advances under the Loan Agreement.  The Loan
Agreement is terminable at will by Mr. Dunlap.
 
 Under the
Loan Agreement, Mr. Dunlap advanced us $30,000 on January 11, 2007 and we issued
a promissory note in that amount to Mr. Dunlap, due and payable on December 31,
2007.  In August 2008, we reissued the January 11, 2007 promissory
note as a demand note.  Also, under the Loan Agreement, Mr. Dunlap
advanced us $15,000 on May 2, 2007, $30,000 on July 18, 2007, and $70,000 on
November 9, 2007, $30,000 on February 20, 2008, $50,000 on May 16, 2008, and
$60,000 on June 16, 2008, all of which is due upon demand.  We issued
promissory notes on the dates of the advances in those amounts.  These
notes are not past due because no demand for payment has been
made.  As of December 31, 2008, we have accrued interest of $35,690
for these notes.
 
 Property
Sale
 
 As a
condition imposed by Talisker Realty to Closing of the Project “A” Letter
Agreement, Robert Dunlap, President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Director of the Company, and Kathy Dunlap, his spouse,
were required to enter into the Project “B” Letter Agreement.  Under
the Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap agreed to enter
into a joint venture with Tuhaye LLC, a Delaware limited liability company, with
respect to the development and sale of all of Robert Dunlap and Kathy Dunlap’s
right, title and interest in approximately 40 acres of land in Wasatch County,
Utah (the “Project “B” Acreage”).  Tuhaye is a wholly owned lower-tier
subsidiary of Talisker.
 
 Under the
Project “B” Letter Agreement, Robert Dunlap and Kathy Dunlap will convey the
Project “B” Acreage, at a deemed value of $2,000,000, to the joint venture
entity to be formed by Robert Dunlap and Kathy Dunlap and
Tuhaye.  Robert Dunlap and Kathy Dunlap will own a 50% interest in the
joint venture entity and Tuhaye will own the remaining 50%
interest.  The joint venture entity will be managed and operated by
three managers consisting of two selected by Tuhaye and one selected by Robert
Dunlap and Kathy Dunlap.
 
 31
 The
Project “B” Acreage is part of a larger, 48-acre parcel of land that the Company
conveyed to Robert Dunlap and Kathy Dunlap in July 1991 in exchange for the
cancellation of a note in the amount of $48,540.  The deemed value
under the Project “B” Letter Agreement for the Project “B” Acreage of $2,000,000
reflects an increase in real property values in the Wasatch County market since
1991, physical and legal road access and water rights acquired by Robert Dunlap
and Kathy Dunlap for the Project “B” Acreage, as well as related zoning changes,
engineering and development work with Wasatch County.
 
 Within 18
months of closing of the Project “B” Letter Agreement, Tuhaye is required to
create a business and development plan and submit for approvals and permits with
the relevant government authorities.  Tuhaye is also responsible for
obtaining financing necessary for development of the Project “B” Acreage and
making any special capital contributions necessary to complete the project in
the event the proceeds of financing are insufficient.  In exchange for
its services on behalf of the joint venture, Tuhaye will receive (i) a
construction management fee equal to five percent (5%) of the costs associated
with the improvement and development of the Project “B” Acreage and (ii) a
branding fee of eighteen percent (18%) of the actual retail sales price of all
lots, parcels, homes and improvements sold from the Project “B”
Acreage.
 
 The
Company’s disinterested directors determined that the Project “B” Letter
Agreement transaction was fair and reasonable and approved the Project “B”
Letter Agreement transaction, effective August 15, 2007.  See Item
1.  “Business – Business Development – Sale of Property – Project “B”
Letter Agreement.”
 
 The
Project “B” Letter Agreement was scheduled to close with the Projects “A” and
“C” Letter Agreements.  Talisker has not completed the closing of any
of the transactions as agreed.
 
 Item
14.             Principal
Accountant Fees and Services.
 
 The fees
billed for professional services rendered by our principal accountant Ehrhardt
Keefe Stiener & Hottman PC are as follows:
 
 Fiscal Year
                    Audit Fees
                    Audit-Related Fees
                    Tax Fees
                    All Other Fees2008
                    $19,000
                    -
                    $2,500
                    -2007
                    $23,000
                    -
                    -
                    -
 
 There
were no other fees, other than those described above.
 
 Pre-Approval
Policies and Procedures
 
 Prior to
engaging our accountants to perform a particular service, our board of directors
obtains an estimate for the service to be performed.  The board of
directors in accordance with procedures for the company approved all of the
services described above.
 
 PART
IV
 
 Item
15.                                Exhibits,
Financial Statement Schedules.
 
 Regulation
      S-K Number
                                                                                Exhibit3.1
                                                                                Articles
      of Incorporation of the Company as Amended on October 21, 1983
      (1)3.2
                                                                                Bylaws
      (2)3.3
                                                                                Articles
      of Amendment to Articles of Incorporation for Utah Profit Corporations
      (3)10.1
                                                                                Convertible
      Promissory Note issued by Park Cummings Mining Company to Park-Premier
      Mining Company dated January 1, 2007 (4)10.2
                                                                                Loan
      Agreement between Park-Premier Mining Company and Robert W. Dunlap dated
      January 11, 2007 (4)10.3
                                                                                Promissory
      Note issued to Robert W. Dunlap dated January 11, 2007
  (4)10.4
                                                                                Letter
      Agreement dated February 15, 2007 between Park-Premier Mining Company and
      Talisker Realty Limited (4)
   32
 Regulation
      S-B Number
                                                                                Exhibit
 10.5
                                                                                Letter
      Agreement dated February 15, 2007 between Robert and Kathy Dunlap and
      Tuhaye LLC (4)10.6
                                                                                Letter
      Agreement dated February 15, 2007 between Park-Premier Mining Company and
      Ranch 248 LLC (4)10.7
                                                                                Promissory
      Note issued to Robert W. Dunlap dated May 2, 2007 (5)10.8
                                                                                Promissory
      Note issued to Robert W. Dunlap dated July 18, 2007 (5)10.9
                                                                                Promissory
      Note issued to Robert W. Dunlap dated November 9, 2007
  (5)10.10
                                                                                Amendment
      No. 1 to Letter-Form Agreement (Project “A”) (6)10.11
                                                                                Amendment
      No. 1 to Letter-Form Agreement (Project “B”) (6)10.12
                                                                                Amendment
      No. 1 to Letter-Form Agreement (Project “C”) (6)10.13
                                                                                First
      Amended and Restated Convertible Promissory Notes issued to Affiliated
      Mining, Inc. dated January 1, 2008 (7)10.14
                                                                                First
      Amended and Restated Convertible Promissory Notes issued to Robert W.
      Dunlap dated January 1, 2008 (7)10.15
                                                                                First
      Amended and Restated Convertible Promissory Note issued to Estate of
      Bernie Dunlap dated January 1, 2008 (7)10.16
                                                                                First
      Amended and Restated Convertible Promissory Note issued to Lee Family
      Partnership dated January 1, 2008 (7)10.17
                                                                                First
      Amended and Restated Convertible Promissory Note issued to Douglas K. Lee
      dated January 1, 2008 (7)10.18
                                                                                First
      Amended and Restated Convertible Promissory Note issued to Janice Atkins
      dated January 1, 2008 (7)10.19
                                                                                First
      Amended and Restated Promissory Note issued to Robert W. Dunlap dated
      January 11, 2008 (7)10.20
                                                                                Promissory
      Note issued to Robert W. Dunlap dated February 20, 200810.21
                                                                                Promissory
      Note issued to Robert W. Dunlap dated May 16, 200810.22
                                                                                Promissory
      Note issued to Robert W. Dunlap dated June 16, 200821
                                                                                Subsidiaries
      of Registrant (3)31.1
                                                                                Rule
      13a-14(a) Certification32.1
                                                                                Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002
 (1)
                Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 1983, file number
      000-16736.
 (2)
                Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 1987, file number
      000-16736.
 (3)
                Incorporated
      by reference to the exhibits to the registrant’s current report on Form
      8-K dated and filed on February 20,
2008.
 (4)
                Incorporated
      by reference to the exhibits to the registrant’s quarterly report on Form
      10-QSB for the three months ended March 31, 2003, file number
      000-16736.
 (5)
                Incorporated
      by reference to the exhibits to the registrant’s annual report on Form
      10-KSB for the year ended December 31, 2007, file number
      000-16736.
 (6)
                Incorporated
      by reference to the exhibits to the registrant’s current report on Form
      8-K dated March 12, 2008, and filed on March 14,
  2008.
 (7)
                Incorporated
      by reference to the exhibits to the registrant’s quarterly report on Form
      10-Q for the six months ended June 30, 2008, file number
      000-16736.
 
  33
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) 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.
 
 PARK-PREMIER
      MINING COMPANYDated:                      February 20,2009
                  
                  By:/s/
      Robert W.
      DunlapRobert W. Dunlap,
      President
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  Signature
                        
                        Title
                        
                        Date/s/
      Robert W. Dunlap
                        
                        President
      and Director (Principal Executive, Financial, and Accounting
      Officer)
                        
                        February 20, 2009Robert
      W. Dunlap/s/
      Jeffrey L. Lee
                        
                        Vice
      President and Director
                        
                        February
      17, 2009Jeffrey
      L. Lee/s/
      Steven R. Lee
                        
                        Secretary,
      Treasurer and Director
                        
                        February
      26, 2009Steven
      R. Lee