UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





Form 10-Q


(Mark one)


|X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the quarterly period ended March 31, 2010


OR


|_| TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT





For the transition period from ____________ to _____________





Commission file number333-145569





PREMIER ENERGY CORP.


(formerly Premier Nursing Products Corp.)





(Exact name of small business issuer as specified in its charter)





Florida
20-8724818(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)








14785 Preston Road, Suite 550


Dallas, Texas 75254


(Address of principal executive offices)





(972) 789-5500


(Issuer's telephone number)





Indicate by check mark whether registrant (1) 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 |X| No |_|





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes x                                           No  o





Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filter and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filero
Accelerated fileroNon-accelerated filer      o
Smaller reporting companyx





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





As of May 20, 2010, there were 212,600,000 shares of the issuer's common stock issued and outstanding.





Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|











1








TABLE OF CONTENTS








PART I - FINANCIAL INFORMATION
PageItem 1.  Financial Statements.
3Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.
18Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
22Item 4.  Controls and Procedures.
22PART II - OTHER INFORMATION
23Item 1.  Legal Proceedings.
23Item 1a. Risk Factors
23Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
23Item 3.  Defaults Upon Senior Securities.
23Item 4.  Submission of Matters to a Vote of Security Holders.
23Item 5.  Other Information.
23Item 6.  Exhibits.
23











2





PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.


PREMIER ENERGY CORP. AND SUBSIDARYConsolidated Balance SheetsASSETSNote


March 31, 2010


December 31, 2009(unaudited)Current Assets:Cash




$
21,865


$
441Accounts and notes receivables, net





100,895



92,936Inventories


5



153,890



207,532Prepaid taxes and expenses


6



441,718



429,695Prepaid and other assets


7



16,654



18,204735,021



748,808Property, Plant and Equipment:Proven Oil and Gas properties (successful efforts), at cost






8,271,505



8,030,724Less- accumulated depletion, depreciation and amortization



(4,025,608
)


(3,848,448
)Other property, plant and equipment






104,212



100,702Less- accumulated depreciation






(95,147
)


(89,830
)4,254,962



4,193,146Deferred Income tax assets


10



81,540



64,203TOTAL ASSETS





$
5,071,523


$
5,006,157LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts Payable


8


$
819,653


$
686,161Short term borrowings


9



658,676



522,844Short term account payable under out-of-court settlement






84,941



314,460Production taxes payable






395,127



84,8721,958,396



1,608,336.Long-Term Liabilities:Asset retirement obligations


11



630,985



600,115630,985



600,115TOTAL LIABILITIES






2,589,382



2,208,451STOCKHOLDERS' EQUITYPreferred stock, $0.0001 par value, 10,000,000 shares authorized, noneissued and outstanding










-Common Stock, $0.0001 par value,250,000,000 shares authorized,


12



21,060



21,060210,600,000 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectivelyAdditional  Paid-in Capital






10,503,677



10,503,677Accumulated Deficit






(7,797,349
)


(7,392,870
)Accumulated other comprehensive income (loss)






(245,247
)


(334,162
)2,482,141



2,797,705TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY





$
5,071,523


$
5,006,157





The accompanying notes to the unaudited financial statements are an integral part of these statements.










3







PREMIER ENERGY CORP. AND SUBSIDARYConsolidated Statements of OperationsThree months ended


Three months endedMarch 31, 2010


March 31, 2009(unaudited)


(unaudited)Operating revenues:Oil and gas production revenue

$
108,262


$
68,416Operating expenses:Oil and gas production expense


288,847



57,837Mineral extraction tax


24,848



29,163Depreciation, depletion and amortization


63,262



72,728Taxes other that income taxes


13,804



14,207Marketing and transportation expenses


63,327



38,468General and administrative


69,466



144,246523,554



356,649Operating loss


(415,292
)


(288,233
)Other Income (Expense):Currency translation gain/(loss)


8,323



(51,837Interest expense


(12,650
)


(11,144
)(4,328
)


(62,981
)Loss Before Provision forIncome Taxes


(419,620
)


(351,214
)Benefit(Provision) for Income Tax


15,141



(21,904
)Net Loss

$
(404,479
)

$
(373,118
)Loss Per ShareBasic and diluted

$
(0.00
)

$
(0.00
)Weighted Average Number of Shares Outstanding


210,600,000



210,600,000








The accompanying notes to the unaudited financial statements are an integral part of these statements.








4





PREMIER ENERGY CORP.


AND SUBSIDIARY


Statement of Stockholders Equity


For the period January 1, 2010 through March 31, 2010








AccumulatedAdditional





OtherComprehensive





Common


Paid-in


Accumulated


ComprehensiveIncome/(loss)


Shares


Stock


Capital


Deficit


Income

(loss)


TotalBalance at December 31, 2009





210,600,000


$
21,060


$
10,503,677


$
(7,392,870
)

$
(334,162
)

$
2,797,705Net loss for 3 months ended March 31, 2010

$
(404,479
)














(404,479
)






(404,479
)Foreign currency translation adjustment


88,915



















88,915



88,915$
(315,564
)Balance at March 31, 2010






210,600,000


$
21,060


$
10,503,677


$
(7,797,349
)

$
(245,247
)

$
2,482,141





The accompanying notes to the unaudited financial statements are an integral part of these statements.








5







PREMIER ENERGY CORP. AND SUBSIDIARY





Consolidated Statements of Cash Flows


Three months ended


Three months endedMarch 31, 2010

(unaudited)


March 31, 2009

(unaudited)Cash flows from operating activitiesNet (loss)

$
(404,479
)

$
(373,118
)Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:Depreciation, depletion and amortization


63,622



72,744Interest expense


12,650



11,144Foreign currency (gain)/loss


(8,323)



-Deferred income taxes


(15,141
)


32,568Changes in operating assets and liabilities:Accounts and notes receivable


(5,082
)


20,508Inventories


58,809



16,324Prepaid expenses and taxes


846



61,177Prepaid and others assets


2,059



(25,359
)Accounts payable and accrued expenses


121,597



50,963Taxes payable


69,984



47,502Net Cash From / (Used in) Operating Activities


(103,817
)


(85,546
)Cash flows from investing activitiesPayments to Acquire Oil and Gas properties


-



-Payments to Acquire Property, Plant and Equipment


(482
)


-Net Cash From / (Used in) Investing Activities


(482
)


-Cash flows from financing activitiesProceeds from issuing of shares and additional capitalShort-term Borrowings


125,719



2,862Long-term Borrowings


-



78,962Net Cash Provided From / (Used in) Financing Activities


125,719



81,824Effect of exchange rate changes on cash and cash equivalents


3



5,085Net increase (decrease) in cash and cash equivalents


21,494



1,363Cash and cash equivalents at beginning of period


441



52Cash and cash equivalents at end of period

$
21,865


$
1,415Supplemental disclosures of cash flow information:Interest paid

$
-


$
-Income taxes paid

$
-


$
142

















6





PREMIER ENERGY CORP.


AND SUBSIDIARY





NOTES TO FINANCIAL STATEMENTS





Note 1 - Basis of Presentation, Organization and Business Overview








The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of our management, the accompanying unaudited condensed financial statements include all adjustments, consisting of normal recurring accruals, necessary to present fairly our financial position, results of operations and cash flows. Interim results are not necessarily indicative of the results that may be expected for the entire year.





The financial statements included herein as of March 31, 2010, and for the three month periods ended March 31, 2009 and 2008, are unaudited, and in the opinion of management, the information furnished reflects all material adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and of the results for the interim period presented.





Premier Energy Corp. fka Premier Nursing Products, Corp. (the "Company") was incorporated under the laws of the State of Florida on December 26, 2006. On September 25, 2008 the Board of Directors and holder of a majority of our issued and outstanding common stock adopted a resolution changing the name of Premier Nursing Products Corp. to Premier Energy Corp. and in connection therewith on September 25, 2008 filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Florida. The effective time of the name change was close of business on October 6, 2008. There were no mandatory exchange of stock certificates. Following the name change, the share certificates which reflected our prior name continue to be valid. Certificates reflecting the corporate new name will be issued in due course as old share certificates are tendered for exchange or transfer to our transfer agent in activities raising capital.





On January 30, 2009, the Company entered into a Share Exchange Agreement with Auxerre Trading Ltd., a British Virgin Islands Company (“Auxerre”) pursuant to which the Company acquired 51% of the outstanding securities of Karbon in exchange for 107,406,000 shares of our common stock (the “Karbon Acquisition”). Considering that, following the merger, Auxerre controls the majority of the Company’s outstanding voting common stock and the Company effectively succeeded our otherwise minimal operations to those that are theirs, Karbon is considered the accounting acquirer in this reverse-merger transaction.  A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of Karbon securities for the Company’s net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, the Company (Premier) will not recognize any goodwill or other intangible assets in connection with this reverse merger transaction. Karbon is the surviving and continuing entity and the historical financials following the reverse merger transaction will be those of Karbon.  As a result, of this reverse merger and recapitalization, Karbon’s stockholders’ equity has been restated in terms of Premier’s legal equity for all periods presented in these financial statements. In accordance with Statement of Position 98-5 (“SOP 98-5”), the Company expensed $82,698 representing the excess of liabilities over the assets at January 31, 2009 the date of the transaction as organization costs.





All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.





Premier was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of 51% of KARBON pursuant to the terms of the share exchange agreement.  As a result of such acquisition, the Company’s operations, in addition to the acquisition, exploration and development, if warranted, of prospective oil and gas properties, will include (i) consulting and working together with KARBON to plan and execute any exploration and development activities they conduct, (ii) reviewing annualized budgets from KARBON, and (iii) approving costs in excess of certain prescribed amounts by KARBON. Consequently, the Company believes that acquisition has caused us to cease to be a shell company as we no longer have nominal operations and also are no longer considered a development stage enterprise as of the effective date of this transaction.





On January 30, 2009, prior to the Karbon Acquisition and the issuance of the 107,406,000, ZRV Consulting, Inc., the former majority shareholder of Premier, returned 107,406,000 shares of common stock of Premier for cancellation.





The accompanying consolidated financial statements include the accounts of Premier Energy Corp., and its legal subsidiary KARBON, CJSC after eliminating all intercompany transactions. KARBON, CJSC was organized October 16, 2000 as a Closed Joint Stock Company under the Civil Code of the Russian Federation and carries on its principal activity in the territory of the Russian Federation.








7







In conjunction with the transaction with Karbon, Premier adopted the December 31 year end of Karbon the operating company and the accounting successor.





The registered address of the Karbon is: 1A Ilekskaya Street, 460034, Orenburg Russia.





The principal activity of the Company is the exploration and production of oil and gas within the Russian Federation.





Note 2 - Summary of significant accounting policies





Business and economic environment





The Russian Federation has been experiencing political and economic change, which has affected and will continue to affect the activities of enterprises operating in this environment. Consequently, operations in the Russian Federation involve risks, which do not typically exist in other markets.





The accompanying financial statements reflect management’s assessment of the impact of the business environment in the country in which the Company operates and the financial position of the Company. The future business environments may differ from management’s assessment.





Use of Estimates in the Preparation of Financial Statements





The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of oil and gas reserves, assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Estimates of oil and gas reserve quantities provide the basis for calculations of depletion, depreciation, and amortization (“DD&A”) and impairment, each of which represents a significant component of the accompanying financial statements.





Revenue





The Company derives revenue primarily from the sale of produced natural gas and crude oil.  The Company reports revenue as the gross amount received before taking into account production taxes and transportation costs, which are reported as separate expenses.  Revenue is recorded in the month the Company’s production is delivered to the purchaser, but payment is generally received between 30 days after the date of production.  No revenue is recognized unless it is determined that title to the product has transferred to a purchaser.





Reporting currency





The Company maintains its accounting records in Russian roubles. The Company’s functional currency is the Russian rouble.





The Company’s reporting currency is United States Dollar ($). The balance sheet is translated into US Dollars at a principal rate of exchange. The statement of income is translated at average principal rate of exchange for the appropriate periods.





The principal rate of exchange used for translating foreign currency balances was following:





as of March 31, 2010

$1 = RUB29.36;as of December 31, 2009

$1 = RUB30.24;as of March 31, 2009

$1 = RUB34.01;as of December 31, 2008

$1 = RUB29.38.





Average principal rate used of exchange income and expenses were following:





for three months period ended March 31, 2010

$1 = RUB29.89;for year ended December 31, 2009

$1 = RUB31.72;for three months period ended March 31, 2009

$1 = RUB33.93;for year ended December 31, 2008

$1 = RUB24.86





Resulting translation adjustments are reflected as a separate component of comprehensive income.





The exchange rate fluctuation of the Russian Rouble against the US Dollar may affect the book value of the Company’s assets and liabilities.





Accordingly, the translation of amounts recorded in this currency into US dollars should not be construed as a representation that such currency amounts have been, could be or will in the future be converted into US dollars at the exchange rate shown or at any other exchange rate.











8







Cash and cash equivalents





Cash and cash equivalents comprise cash on hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less.





Inventories





Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.








Accounts and notes receivable





Accounts and notes receivable are recorded at their transaction amounts less provisions for doubtful debts. Provisions for doubtful debts are recorded to the extent that there is a likelihood that any of the amounts due will not be obtained. As of March 31, 2010 and December 31, 2009 the Company did not have any allowances for uncollectible accounts receivable.





Property, plant and equipment





Fixtures and fittings are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected economic life of the asset. Gains and losses on the sale of property, plant and equipment are included in other business income. Costs related to repair and maintenance activities are expensed in the period in which they are incurred and significant renewals and improvements are capitalized.





Vehicles under capital leases are initially recorded at the present value of minimum lease payments. These assets are amortized using the straight-line method over the shorter of lease term or the estimated useful life of the asset.





Expected economic life of the assets is summarized as follows:





Office equipment
5 yearsVehicles
5 years





Useful life and depreciation methods are regularly reviewed in order to ensure the methods and depreciation periods remain appropriate.





Oil and Gas Properties





In accordance with Statement of Financial Accounting Standard ("SFAS") 19, Financial Accounting and Reporting by Oil and Gas Producing Companies, oil and gas properties and the related expenses are recognized under the successful efforts method. This method prescribes that certain exploration costs, including the costs of exploratory dry holes, delay rentals, geological and geophysical costs are charged to expense when incurred.





Exploratory well costs (including costs associated with stratigraphic test wells) are initially capitalized pending determination of whether commercial oil and gas reserves have been discovered by the drilling effort. The length of time necessary for this determination depends on the specific technical or economic difficulties in assessing the recoverability of the reserves. If a determination is made that the well did not encounter oil and gas in economically viable quantities, the well costs are expensed and are reported in "exploration expenses".





Exploratory drilling costs are temporarily capitalized pending determination of whether the well has found proved reserves if both of the following conditions are met:




·
The well has found a sufficient quantity of reserves to justify, if appropriate, its completion as a producing well, assuming that the required capital expenditure is made; and·
Satisfactory progress toward ultimate development of the reserves is being achieved, with the Company making sufficient progress assessing the reserves and the economic and operating viability of the project.





The Company evaluates the progress made on the basis of regular project reviews which take into account the following factors:


·
First, if additional exploratory drilling or other exploratory activities (such as seismic work or other significant studies) are either underway or firmly planned, the Company deems there to be satisfactory progress. For these purposes, exploratory activities are considered firmly planned only if they are included in the Company’s three-year exploration plan/budget.·
In cases where exploratory activity has been completed, the evaluation of satisfactory progress takes into account indicators such as the fact that costs for development studies are incurred in the current period, or that governmental or other third-party authorizations are pending or that the availability of capacity on an existing transport or processing facility awaits confirmation.








9







Costs, including "internal" costs relating to drilling and equipping of development wells, including development dry holes, as well as costs required for drilling and equipping of injection wells in the process of oil and gas reserves development, are capitalized. These costs are included in oil and gas properties in the balance sheet.





Depreciation, depletion and amortization of capitalized costs of oil and gas properties is calculated using the unit-of-production method based upon proved reserves for the cost of property acquisitions and proved developed reserves for development costs.





Production and related overhead costs are expensed as incurred.





Impairment of long-lived assets





Long-lived assets, including blocks with proved oil and gas reserves, are assessed for potential impairment in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets.





Oil and gas properties are assessed whenever events or circumstances indicate potential impairment. If the carrying value of oil and gas properties is not recoverable through undiscounted cash flows, impairment is recognized. The impairment is determined on the basis of the estimated fair value of oil and gas properties which, in turn, is measured by discounting future net cash flows. Discounted future cash flows from oil and gas fields are based on the management estimates of future prices that rely on recent actual prices and published prices for forward transactions; such prices are applied to forecast production volumes at particular fields with further discounting for the expected risk level.





Forecast production volumes shall be understood as reserves, including probable reserves that are proposed to be extracted using a known amount of capital expenditures. Production volumes and prices correspond to the internal plans and forecasts, as well as other data in the published financial statements. Assumptions regarding future prices and costs used to assess oil and gas properties for impairment differ from those used in the Standardized measure of proved oil and gas reserves. During the three months period ended March 31, 2010, no property impairments was recorded.





Grouping of assets for the purpose of impairment is performed on the basis of the lowest level of identifiable cash flows that are largely independent of the cash flows from other groups of assets – as a rule, for oil and gas properties such level is represented by the field. Long-lived assets intended by management for use during a period not exceeding one year are recorded at the lower of depreciated value or fair value, less selling expenses.





Acquisition costs of unproved oil and gas properties are assessed for impairment on a regular basis and any estimated impairment is charged to expense.





Asset retirement obligations





The Company has asset retirement obligations associated with its core business activities. The nature of the assets and potential obligations are as follows:





Exploration and Production – The Company’s exploration, development and production activities involve the use of the following assets: wells, related equipment, operating sites and in-field pipelines.





Generally, licenses and other regulatory acts require that such assets be decommissioned upon the completion of production. According to these requirements, the Company is obliged to decommission wells, dismantle equipment, restore the sites and perform other related activities. The Company’s estimates of these obligations are based on current regulatory or license requirements, as well as actual dismantling and other related costs. Asset retirement obligations are calculated in accordance with the provisions of SFAS 143, Accounting for Asset Retirement Obligations.




Deferred tax





Deferred tax assets and liabilities are measured using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognized to the extent it is more likely than not that future taxable profit will be available against which the temporary differences can be applied. Deferred tax is calculated using the tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and that are expected to apply when the deferred tax asset concerned is realized or the deferred tax liability is settled.





Interest-bearing borrowings





The Company’s financial instruments including cash and cash equivalents, accounts receivable, and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Company’s credit facility approximates its fair value as it bears interest at a floating rate.






10







The Company had $658,676 in loans outstanding under its credit agreements as of March 31, 2010 and $522,844 in loans outstanding under its credit agreements as of December 31, 2009.




Contingencies





Certain conditions may exist as of the balance sheet date, which may result in losses to the Company but the impact of which will only be resolved when one or more future events occur or fail to occur.





If a Company’s assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued and charged to the statement of income. If the assessment indicates that a potentially material loss is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, is disclosed in the notes to the financial statements. Loss contingencies considered remote or related to unasserted claims are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.




Income Taxes





Until January 1, 2009 operations in the Russian Federation were subject to Federal and city income tax rates that total 9.5% and a regional income tax rate that varies from 10.5% to 14.5% at the discretion of the individual regional administration. The combined statutory tax rate in the Russian Federation is 24%.





Starting on January 1, 2009, the combined statutory tax is 20% (Federal and city income tax rates that total 2.0% and a regional income tax rate that varies from 13.5% to 18.0%.





The U.S. Parent has had only losses from inception and has established a reserve equal to 100% of any benefit for Net Operating Loss Carry Forwards





Stock-based Compensation





The Company follows SFAS No. 123R "Share-Based Payment" ("SFAS 123R"), a revision to SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123.) The company has yet to award any stock compensation, so the adoption of this pronouncement has not had material effect on the financial statements





Loss per Share





Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, "Earnings per Share." As of March 31, 2010 and 2009, there were no common share equivalents outstanding.





Business Segments





The Company operates in one segment and therefore segment information is not presented





Fair Value of Assets and Liabilities





Effective June 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), which provides a framework for measuring fair value under GAAP. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS 157 also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.





There are three general valuation techniques that may be used to measure fair value, as described below:





A)
Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;





B)
Cost approach – Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and





C)
Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.








11







Financial assets and liabilities are valued using either Level 1 inputs based on unadjusted quoted market prices within active markets or using Level 2 inputs based primarily on quoted prices for similar assets or liabilities in active or inactive markets. For certain long-term debt, fair value is based on present value techniques using inputs derived principally or corroborated from market data. Using Level 3 inputs using management’s assumptions about the assumptions market participants would utilize in pricing the asset or liability. In the Company’s case this entailed assumptions used in pricing models for attached warrant calculations. Valuation techniques utilized to determine fair value are consistently applied.





The Company’s short-term debt is the only item that is subject to ASC 820 in the amounts of $658,676 and $522,844 at March 31, 2010 and December 31, 2009, respectively.




Recent accounting pronouncements





In February 2010 the FASB issued Update No. 2010-09 “Subsequent Events (Topic 855)” (“2010-09”). 2010-09 clarifies the interaction of Accounting Standards Codification 855 “Subsequent Events” (“Topic 855”) with guidance issued by the Securities and Exchange Commission (the “SEC”) as well as the intended breadth of the reissuance disclosure provision related to subsequent events found in paragraph 855-10-50-4 in Topic 855. This update is effective for annual or interim periods ending after June 15, 2010. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In February 2010 the FASB issued Update No. 2010-08 “Technical Corrections to Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”). 2010-06 requires new disclosures regarding significant transfers between Level 1 and Level 2 fair value measurements, and disclosures regarding purchases, sales, issuances and settlements, on a gross basis, for Level 3 fair value measurements. 2010-06 also calls for further disaggregation of all assets and liabilities based on line items shown in the statement of financial position. This amendment is effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. The Company is currently evaluating whether adoption of this standard will have a material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-04 “Accounting for Various Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with respect to decreases in ownership in a subsidiary to those of a subsidiary or group of assets that are a business or nonprofit, a subsidiary that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business or nonprofit activity to a non-controlling interest including an equity method investee or a joint venture. Management, does not expect adoption of this standard to have any material impact on its financial position, results of operations or operating cash flows. Management does not intend to decrease its ownership in wholly-owned subsidiary.




Note 3 - Going concern





These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2010, the Company had not yet achieved profitable operations giving rise to substantial doubt as to the Company’s ability to continue as a going concern.





The Company's ability to continue as a going concern is dependent upon:


(i) raising additional capital to fund operations and to complete the recapitalization,


(ii) the further development of the North-Kopanskoye oilfield and,


(iii) ultimately, the achievement of profitable operations.






12







Management is currently contemplating several additional financing sources to fund operations until profitability can be achieved. However, there can be no assurance that additional financing can be obtained on conditions considered by management to be reasonable and appropriate, if at all. The financial statements do not include any adjustments that might arise as a result of this uncertainty.





Note 4 - Concentration of credit risk





Substantially all of the Company's receivables are within the oil and gas industry, primarily from purchasers of oil and gas. Although diversified among many companies, collectability is dependent upon the financial wherewithal of each individual company as well as the general economic conditions of the industry. The receivables are not collateralized. To date the Company has had minimal bad debts.





During the three months period ended March 31, 2010, sales to two unrelated customers represented 65%  and 35% of total revenue (during the three months period ended March 31, 2009 sales to three unrelated customers represented 55.4 %, 42.2% and 2.4% of total revenue).





Note 5 - Inventories





Inventories are summarized as follows:





As of March 31, 2010

(unaudited)


As of December 31, 2009Inventories of crude oil (less valuation allowance $208,601 and $98,631 as of March 31, 2010 and December 31, 2009, respectively)

$
49,936


$
110,255Raw materials


103,954



97,277$
153,890


$
207,532





Note 6 - Prepaid taxes and expenses.





Prepaid taxes and expenses include:





As of March 31, 2010

(unaudited)


As of December 31, 2009VAT receivable

$
431,184


$
418,428Current Income Tax Receivables


4,120



4,000Other taxes receivable


6,206



6,917Deferred expenses


207



450$
441,718


$
429,695





Note 7 - Prepaid and other assets





Prepaid and other assets include:





As of March 31, 2010

(unaudited)


As of December 31, 2009Prepayments


16,654



18,204Loans to related parties






-Advances to Employees


16,654



18,204$
16,654


$
18,204





Note 8 -  Accounts payable





Accounts payable are summarized as follows:





As of March 31, 2010

(unaudited)


As of December 31, 2009Trade accounts payable

$
388,624


$
502,530Wages and salaries payable


21,871



135,423Other accounts payable


50,297



48,208$
460,791


$
686,161









13





Note 9 -  Borrowings
 
 The Company borrows operating funds under several loans agreements with non-financial institutions:
  As of March 31,

2010

(unaudited)


As of December 31, 2009Interest free, unsecured loans from RossGas, LLC a related party (debt is repayable on mutual consent)

$
150,798


$
118,667Interest free, unsecured loans from Vlasov N.V. a related party (debt is repayable on mutual consent)


86,842



84,314Interest free, unsecured loans from Galazov A.A. a related party (debt is repayable on mutual consent)


105,913



102,8308%, Unsecured loans from Auxerre trading Ltd. a related party (debt is repayable on March 2, 2011)


100,000



-Interest free, unsecured loans from ZRV Consulting, Inc. a related party (debt is repayable on mutual consent)


-



2,350Interest free, unsecured loan from Tintrade Limited


200,000



200,000Interest free, unsecured loans from members of staff


15,124



14,683$
658,676


$
522,844


Note 10 - Deferred tax assets and liabilities





Deferred tax assets and liabilities are composed of the following items:





GROSS ASSETS


GROSS LIABILITIES


NET ASSETSAs of March 31, 2010

(unaudited)


As of December 31, 2009


As of March 31, 2010

(unaudited)


As of December 31, 2009


As of March 31, 2010

(unaudited)


As of December 31, 2009Property, plant and equipment

$
454


$
441


$
-


$
-


$
454


$
441Proved Oil and Gas properties


6,898



15,013



-



-



6,898



15,013Inventories


41,720



19,726



-



-



41,720



19,726Accounts payable


1,287



1,250



-



-



1,287



1,250Assets retirement obligations


41,058



37,363



-



-



41,058



37,363Borrowings


-



-



(9,878
)


(9,590
)


(9,878
)


(9,590
)Deferred tax assets/(liabilities)

$
91,418


$
73,793


$
(9,878
)

$
(9,590
)

$
81,540


$
64,203





Temporary differences between these financial statements and tax records gave rise to deferred income tax assets and liabilities as of March 31, 2010 and December 31, 2009 as above.








Note 11 - Assets retirement obligations








As of March 31, 2010


As of December 31, 2009Beginning asset retirement obligation

$
600,115


$
566,279Liabilities incurred


-



-Liabilities settled


-



-Accretion expense


12,650



13,944Revision to estimated cash flows


-



-Foreign currency translation


18,220



22,962Ending asset retirement obligation

$
630,985


$
600,115





The asset retirement obligations represent the estimated future costs associated with the plugging and abandonment of oil and gas wells, removal of equipment and facilities from owned and leased acreage, and land restoration.








14








Note 12 - Stockholders' Equity





All descriptions and transactions that affect stockholders’ equity are in terms of Premier (See Note 1).





On May 30, 2008, the Company increased its number of Authorized Common Shares from 100,000,000 (One Hundred Million Common Shares) to 250,000,000 (Two Hundred and Fifty Million Common Shares) and the Par Value changed from ($.001) to ($.0001). The Aggregate par value of the Common Shares changed from ($10,000) to ($25,000) and the Aggregate par value of the Preferred changed from ($10,000) to ($1,000). The number of authorized preferred shares remained at 10,000,000.





On July 28, 2008 the Corporation's Board of Directors and the holder of a majority of its issued and outstanding common stock adopted resolutions approving an eighteen for one (18:1) forward stock split of the Corporation's issued and outstanding common stock, par value $0.0001 per share. The split became effective August 8, 2008. All prior amounts have been adjusted retroactive for the stock split.





On September 5, 2008, the Company and its principal shareholder and executive officer, entered into an agreement with ZRV Consulting Inc. pursuant to which ZRV acquired 162,000,000 shares of Premier for a cash consideration of $300,000. The transaction was completed on September 5, 2008. As a result of the transaction, there are currently outstanding 210,600,000 common shares of which Auxerre Trading Ltd. owns 107,406,000 common shares or approximately 51% of the outstanding common shares.





On April 19, 2010, the Company issued 2,000,000 shares of common stock to a legal advisor for services.  The shares of common stock were registered on Form S8 Registration Statement (File No. 333-145469).








Note 13 - Operating lease





The following is a schedule by years of future minimum rental payments required under operating lease that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2010:





US DollarsYear ended December 31, 2010

$
48,762Year ended December 31, 2011


-$
48,762





The Company rents office space and the monthly rental as at March 31, 2010 was $ 2,646. The Monthly Rental is paid on or before the first day of each month. The Tenancy Agreement expires in December 2010. The Company has the exclusive right to extend the term of the Tenancy whereas the Owner has the right to revise the Monthly Rental.





Further, the company rents 3 plots of land and the monthly rental as at December 31, 2009 was $2,772. The Monthly Rental is paid on or before the first day of each month. The Land Lease Agreement expires in December 2010. The Company has the exclusive right to extend the term of the Lease through to December 2014 whereas the Owner has the right to revise the Monthly Rental.








Note 14 - Related party transactions





In the three month period ended March 31, 2010, related parties lent to and paid for expenses on behalf of the Company. The related parties are entities owned by a major shareholder of Premier Energy Corp. In the three month period ended March 31, 2009 the Company also entered into similar transactions with related parties.








15







Balances with related parties are set out below:





As of March 31, 2010

(unaudited)


As of December 31, 2009Receivable from related parties:Receivable from companies under common control and key members of staff, non-interest bearing loans

$
-


$
-Total receivable from related parties

$
-


$
-Payable to related parties:Payable to companies under common control, trade

$
136,988


$
133,001Payable to companies under common control, non interest bearing


358,676



322,844Payable to companies under common control, 8% interest bearing


100,000



-Total payable to related parties

$
595,664


$
455,845




Note 15 - Commitments, contingencies and operating risks





Capital expenditure, exploration and investment programs





The entity owns and operates the asset (natural gas and crude oil reserves located in the North Kopanskoye Field) under which it has commitments for capital expenditure in relation to its exploration programs. It relates to an existing license agreement in the Russian Federation.





Development plan calls for the implementing of pressure maintenance by water flooding both the Artinsky-1 and Bashkirian A4 Central oil reservoirs. A combination of procedures and injectors totaling 18 wells in Artinsky-1 reservoir and 9 wells in the Bashkirian A4 Central reservoir are scheduled to be active when the water flood development plans are fully implemented. Additionally, two wells are scheduled to be completed in the Bashkirian A4 South reservoir, which will be produced by primary depletion.





The capital commitments to undertake the drilling and oilfield construction activities envisaged by the North Kopanskoye Field exploration and development plan, were assessed and estimated by the management to be in the region of $70,000,000 to $73,000,000. Unless the Company is able to raise sufficient capital, the Company will not be able to meet its license obligations and may not be able to continue as a going concern.





Russian Business Environment





While there have been improvements in the Russian economic situation, such as an increase in gross domestic product and a reduced rate of inflation, Russia continues economic reforms and development of its legal, tax and regulatory frameworks as required by a market economy. The future stability of the Russian economy is largely dependent upon these reforms and developments and the effectiveness of economic, financial and monetary measures undertaken by the government. In addition, laws and regulations, including interpretations, enforcement and judicial processes, continue to evolve in Russia. Other laws and regulations and certain other restrictions have a significant effect on the Company's industry, including, but not limited to the following issues: rights to use subsurface resources, environmental matters, site restoration, transportation and export, corporate governance, taxation, etc.





Political environment





Trading activity and the profit derived there from may be affected by political, statutory, financial and administrative changes, including the changes in environment protection legislation that are currently underway in Russia.





Insurance





During the normal course of business disputes and claims may arise and there can be uncertainties surrounding the ultimate resolution of these matters.





Taxation





The taxation system in the Russian Federation is relatively new and is characterized by frequent changes in legislation, official pronouncements and court decisions, which are often unclear, contradictory and subject to varying interpretation by different tax authorities. Taxes are subject to review and investigation by a number of authorities, which have the authority to impose severe fines, penalties and interest charges. A tax year remains open for review by the tax authorities during the three subsequent calendar years.





Russian transfer pricing rules were introduced in 1999, giving Russian tax authorities the right to make transfer pricing adjustments and impose additional tax liabilities in respect of all “controlled” transactions, provided that the transaction price deviates from the market price by more than 20%. Controlled transactions include transactions between related entities and certain other types of transactions between independent parties, such as foreign trade transactions with significant (by more than 20%) price fluctuations.





The Russian transfer pricing rules are vaguely drafted, leaving wide scope for interpretation by Russian tax authorities and courts. Due to the uncertainties in interpretation of transfer pricing legislation, the tax authorities may challenge the Company’s prices and propose an adjustment. If such price adjustments are upheld by the Russian courts and implemented, the Company’s future financial results could be adversely affected. In addition, the Company could face significant losses associated with the assessment of prior tax underpaid and related interest and penalties, which could have an adverse effect on the Company’s financial condition and results of operations. The Company’s management believes that such transfer pricing related tax contingencies are remote and therefore may not have any significant impact on the Company’s financial statements.









16







Environmental liabilities





Potential liabilities that may arise as a result of changes in laws and regulations and settlement of the civil disputes can not be reliably assessed but they may prove to be material. Under existing legislation, management believes that there are no significant unrecorded liabilities which could have a significant adverse effect on the operating results or financial position of the Company.





Environmental protection





Environmental protection liabilities are carried in accounts when they arise and can be reliably measured and when there are probabilities of arising of such liabilities.





Pension Benefits





The Company makes payments to State Pension Fund of Russian Federation. These payments are calculated by the employer as a percentage of salary expense and are expensed as they are incurred.





Employment Agreement





On October 16, 2008, the Company entered into an employment agreement with Dr. Prodanovic. Under the terms of the 24 month agreement, he will serve as Chief Executive Officer. In addition, during the term of the agreement we agreed to cause him to be successively nominated for election to the Board of Directors. As compensation, the Company agreed to pay Dr. Prodanovic an annual base salary of $100,000, which such base is subject to annual merit review and increase as deemed appropriate by the Board, together with bonus compensation in amounts as may be determined by the Board. The Company has agreed to issue Dr. Prodanovic options to purchase 200,000 of our common stock. As of March 31, 2010 the Options have not be granted and the Company is currently negotiating the terms. He is also entitled to participate in such benefit packages as we provide to similarly situated employees, four weeks paid vacation and 10 paid holidays. The agreement contains customary provisions related to non-compete, confidentiality, non-solicitation and invention assignment. As of March 31, 2010 the Company recorded accrued salary of $108,333.





On February 27, 2009, the Company entered into an employment agreement with Alexey Goleshev. Under the terms of the agreement, Alexey will serve as Chief Financial Officer and a director. As of March 31, 2010 the Company recorded accrued salary of $12,500 payable to Alexey Goleshev.





On February 27, 2009, the Company entered into an employment agreement with Bosko Popovic. Under the terms of the agreement, Bosko will serve as Chief Operating Officer and a director. As of March 31, 2010 the Company recorded accrued salary of $12,500 payable to Bosko Popovic.





On February 27, 2009, the Company entered into an employment agreement with Aslanbi Kodzokov. Under the terms of the agreement, Aslanbi will serve as Secretary and a director. As of March 31, 2010 the Company recorded accrued salary of $12,500 payable to Aslanbi Kodzokov.








17














Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations





Forward-looking Information





This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.





RESULTS OF OPERATIONS





The following discussion and analysis summarizes the results of operations of the Company for the three-month periods ended March 31, 2010 and 2009.





COMPARISON OF THREE MONTHS ENDED MARCH 31, 2010 AND 2009





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





The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Premier Energy Corp., our operations, and our present business environment.





This overview summarizes the MD&A, which includes the following sections:





•

Executive Summary –an executive summary of our results of operations for the first quarter ended March 31, 2010.





•

Critical Accounting Estimates – a discussion of the accounting estimates that are most critical to aid in fully understanding and evaluating our reported financial results and that require management’s most difficult, subjective or complex judgments.





•

New Accounting Standards – a discussion of recently issued accounting standards and their potential impact on our consolidated financial statements.





•

Results of Operations – an analysis of the Company’s unaudited condensed consolidated results of operations for each of the three months ended March 31, 2010 and 2009, which have been presented in its unaudited condensed consolidated financial statements. In order to assist the reader in understanding our business as a whole, certain metrics are presented for each of our segments.





•

Liquidity and Capital Resources – an analysis of cash flows, off-balance sheet arrangements, stock repurchases and the impact of changes in interest rates on our business.





EXECUTIVE SUMMARY





The following is an executive summary of what Premier Energy Corp. believes are important results as of and during the three months ended March 31, 2010, which should be considered in the context of the additional discussions herein and in conjunction with its unaudited condensed consolidated financial statements. We believe such highlights are as follows:





•

Net revenues for the three months ended March 31, 2010 increased 58.3% to $0.11 million from $0.07 million in the comparable period in 2009.





•

Deterioration in current ratio (defined as current assets divided by current liabilities) of 0.38 to 0.47 at March 31, 2010 as compared at December 31, 2009.





•

Gross profit margin decreased 162.6% points for the three months ended March 31, 2010 to (189.8)% from (27.2)% in the comparable period in 2009, primarily as a result of $119,258 worth of workover activity undertaken for one of the wells (Well 130 Bis) and increase in other relevant oilfield operation costs.





•

General and administrative expenses as a percentage of revenue were 64.2% and 210.8% for the three months ended March 31, 2010 and 2009, respectively, which was primarily due to lower level of, among other factors, regulatory compliance expenses to meet PCAOB and SEC requirements.





•

Marketing and transportation expenses were up by 64.6%, value up from $0.04 million in the three month period ended March 31, 2009 to $0.06 million at March 31, 2010.








18









CRITICAL ACCOUNTING ESTIMATES





Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amount of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, estimates, assumptions and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.





Our significant accounting policies are discussed in Note Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Item 1. Financial Statements.





NEW ACCOUNTING STANDARDS





In February 2010 the FASB issued Update No. 2010-09 “Subsequent Events (Topic 855)” (“2010-09”). 2010-09 clarifies the interaction of Accounting Standards Codification 855 “Subsequent Events” (“Topic 855”) with guidance issued by the Securities and Exchange Commission (the “SEC”) as well as the intended breadth of the reissuance disclosure provision related to subsequent events found in paragraph 855-10-50-4 in Topic 855. This update is effective for annual or interim periods ending after June 15, 2010. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In February 2010 the FASB issued Update No. 2010-08 “Technical Corrections to Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”). 2010-06 requires new disclosures regarding significant transfers between Level 1 and Level 2 fair value measurements, and disclosures regarding purchases, sales, issuances and settlements, on a gross basis, for Level 3 fair value measurements. 2010-06 also calls for further disaggregation of all assets and liabilities based on line items shown in the statement of financial position. This amendment is effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. The Company is currently evaluating whether adoption of this standard will have a material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-04 “Accounting for Various Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with respect to decreases in ownership in a subsidiary to those of a: subsidiary or group of assets that are a business or nonprofit, a subsidiary that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business or nonprofit activity to a non-controlling interest including an equity method investee or a joint venture. Management does not expect adoption of this standard to have any material impact on its financial position, results of operations or operating cash flows. Management does not intend to decrease its ownership in wholly-owned subsidiary.








19








RESULTS OF OPERATIONS





Three Months Ended March 31, 2010 and 2009





The following summarizes our operational highlights during three months ended March 31, 2010:





The Company’s oil operations consist of its development and production efforts in the Russian Federation. The following table sets forth its domestic oil operating results forthree months ended March 31, 2010 and March 31, 2009 (in US Dollars):





For three months ended March 31,2010


2009(unaudited)


(unaudited)Oil revenue

$
108,262


$
68,416Net Oil sold (Bbls)


5,087



6,948Average price of oil sold (per bbl)

$
21.28


$
9.85Average production and transportation cost (per bbl)

$
74.11


$
18.06





During three months ended March 31, 2010, the Company’s domestic oil revenues were up by 58.3%, due to decreased oil production by 60.8% and increase of selling price by 118.9%.





The Company’s domestic oil operating expenses increased 46.8%, value increasing from $0.36 million at the prior the three month period ended March 31, 2009 to $0.52 million at March 31, 2010. The increase of marketing and transportation expenses and oil and gas production expense (including additional $119,258 worth of workover activity undertaken for one of the wells) are the primary reason for the overall increase in the operating expenses. Additional workover expenses together with increasing oilfield costs and falling level of production during the period of three months ended March 31, 2010 resulted in significantly higher costs per bbl.





The exploration for, and the acquisition, development, production, and sale of, natural gas and crude oil is highly competitive and capital intensive. As in any commodity business, the market price of the commodity produced and the costs associated with finding, acquiring, extracting, and financing the operation are critical to profitability and long-term value creation for stockholders. Generating reserve and production growth while containing costs represents an ongoing focus for management and is made particularly important in our business by the natural production and reserve decline associated with oil and gas properties. In addition to developing new reserves, we compete to acquire additional reserves, which involve judgments regarding recoverable reserves, future oil and gas prices, operating costs and potential environmental and other liabilities, title issues and other factors.





Since March 31, 2010 there has been no significant material developments.





Results of Operations achieved during three months ended March 31, 2010 Compared to three months ended March 31, 2009





We generate all of our revenues in Russian Rubles (RUR). Our revenues have been affected by fluctuations in foreign currency exchange rates.





Records of our Proven Oil and Gas Properties as well as other Property, Plant and Equipment have been also affected by fluctuations in foreign currency exchange rates in the US GAAP accounts.





We had net loss from continuing operations for the three months ended March 31, 2010 of $0.40 million compared to a net loss of $0.37 million for the same period in 2009. Factors contributing to the $0.03 million increase in net loss from three months ended March 31, 2009 to three months ended March 31, 2010 included the following:





·
Oil production net of our interest for three months ended March 31, 2010 was 2,039 Bbls resulting in $108,262 worth of oil sales, at an average wellhead price of $21.28 per Bbls for the three months ended March 31, 2010.·
In 2009, our net production was 5,199 Bbls resulting in $68,416 worth of oil sales, at an average wellhead price of $9.85.·
The 46.8% decrease in production volumes resulted from shut-in oil production from Wells 108, 130 and 133 due to operating necessity of workover activities.·
The 399.4% increase in Oil and gas production expense from $57,837 to $288,847 as a result of $119,258 worth of workover activity undertaken for one of the wells and increase in other relevant oilfield operation costs.





Our marketing and transportation expenses and production taxes (mineral extraction tax) for three months ended March 31, 2010 increased 30.4% to $88,170 from $67,631 in 2009.





General and administrative expenses decreased from $144,246 for the three months ended March 31, 2009 to $69,466 for the three months ended March 31, 2010, due largely to cost control efforts undertaken by the Company.





20








LIQUIDITY AND CAPITAL RESOURCES





We have historically met our capital requirements through the issuance of common stock, obtaining contributions of Additional Paid-In Capital from parent and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity by the revenues generated from the sales of crude oil due to increased production, however, if we do not generate sufficient sales revenues we will continue to finance our operations through equity and/or debt financings.





As the most expeditious way to quickly increase production output, Karbon CJSC has commenced a program of repairs and modernization of the existing wells in the North-Kopanskoye Oilfield in accordance with the approved schedule for work-over of the shut-in oil wells. The exploration wells drilled in 1980s, and subsequently completed and produced, have been shut-in in the meantime due to needed repairs. The current plans call for routine re-work on two shut-in wells by June and full work-over on additional three shut-in wells by March 2011. The aim is to increase production rate in this year from the present 55 bopd to the expected 250 bopd from the existing wells. Local Russian contractor, ARTE, specializing in oil well work-over and modernization, has mobilized the equipment needed and started work at the North-Kopanskoye Oilfield.





Subject to completion of $10,000,000 funding, the current plans also call for other concurrent work in 2010 at the North-Kopanskoye Oilfield, including drilling and completion of two new horizontal production wells by the international drilling company KCA Deutag. Produced oil is presently trucked away after being sold at the wellhead at field-posted prices. With the planned increases in oil production output, the intent is to switch from trucking to more efficient and economic oil export via the adjacent GazpromNeft pipeline system, provided the demand for crude keeps as expected. All needed infrastructure already exists for pipeline export.





Satisfaction of Our Cash Obligations for the Next 12 Months





Unless we receive an imminent infusion of cash either through the sale of equity or debt, we will not be adequately capitalized. There is no guarantee that we will be able to obtain funding or if we do obtain funding that will be on adequate terms to meet our drilling commitments and expected general and administrative expenses for the next twelve months. We believe there may be distressed situations that will arise in 2010 that may make the acquisition of assets a viable strategy, and we will evaluate any potential opportunities as they arise. However, there can be no assurance that any additional capital for use in such acquisition will be available to us on favorable terms or at all.





Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations, particularly companies in the oil and gas exploration industry. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.








Off-Balance Sheet Arrangements





We do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purpose entities (“SPEs”) or variable interest entities (“VIEs”). SPEs and VIEs can be established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We were not involved in any unconsolidated SPEs or VIEs at any time during any of the periods presented in this Form 10Q.





From time to time, we enter into contracts that might be construed as off-balance sheet obligations but are normal in the day-to-day course of business in the oil and gas industry. Those contracts could include the contracts discussed directly above under Contractual Obligations. We do not believe we will be affected by these contracts materially differently than other similar companies in the energy industry.








Cash Flows and Capital Expenditures





Our capital budget for 2010 is currently estimated at $10 million for the planned work-over of five existing wells and drilling of two new horizontal wells in the North Kopanskoye Field and for the oil field construction of surface facilities. Our planned 2010 development and exploration expenses could increase if any of the operations associated with our properties experience cost overruns.








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Contractual Obligations





Presently we have no Company hedging policy in place.  Collared hedges have the effect of providing a protective floor while allowing us to share in upward pricing movements to a fixed point. Consequently, while these hedges are designed to decrease our exposure to price decreases, they also have the effect of limiting the benefit of price increases beyond the ceiling. As we need, we may pursue hedging to protect a portion of our production against future pricing fluctuations, or enter into derivative contracts to decrease exposure to commodity price volatility.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk





As a “smaller reporting company” as defined by Regulation S-K, the Company is not required to provide information required by this Item.





Item 4.  Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) were not effective as of March 31, 2009 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  Our disclosure controls and procedures were not effective as the Company did not have the needed accounting personnel to perform required functions.  In order to remediate this weakness, during the second quarter of 2010, the Company engaged an independent consultant to evaluate its needs and provide needed accounting services.








Changes in Internal Control Over Financial Reporting





There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2009, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.











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PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





From time to time, the Company may become a party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. The Company is not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations. The Company may become involved in material legal proceedings in the future.





Item 1(A).  Risk Factors





As a “Smaller Reporting Company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.





Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds





Unless otherwise noted, the issuances noted below are all considered exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D:





On January 30, 2009, we entered into a Share Exchange Agreement with Auxerre Trading Ltd., a British Virgin Islands Company (“Auxerre”) pursuant to which we acquired 51% of the outstanding securities of Karbon in exchange for 107,406,000 shares of our common stock (the “Karbon Acquisition”).





On January 30, 2009, prior to the Karbon Acquisition and the issuance of the 107,406,000, ZRV Consulting, Inc., the former majority shareholder of Premier, returned 107,406,000 shares of common stock of Premier for cancellation.





Item 3.  Defaults Upon Senior Securities





None.





Item 4.  Removed and Reserved





Not applicable





Item 5.  Other Information





None.





Item 6.  Exhibits





31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





32
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

















23








SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








PREMIER ENERGY CORP.Dated: May 20, 2009By: /s/ Anton ProdanovicAnton Prodanovic, Chief Executive Officer and Director

(Principal Executive Officer)By: Alexey GoleshevAlexey Goleshev, Chief Financial Officer and Director

(Principal Financial Officer)