UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)
(MARK ONE)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER: 333-145469

                              PREMIER ENERGY CORP.
                              --------------------
             (Exact name of registrant as specified in its charter)

            FLORIDA                                       20-8724818
            -------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
of incorporation or organization)

14785 Preston Road, Suite 550, Dallas, TX                   75254
-----------------------------------------                   -----
(Address of principal executive offices)                 (Zip Code)

                                 (972) 789-5151
                                 --------------
              (Registrant's telephone number, including area code)

                26 Broadway, 22nd Floor, New York, New York 10004
                -------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         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 [X] No [ ]

         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                 [ ]        Accelerated filer         [ ]
Non-accelerated filer                   [ ]        Smaller reporting company [X]
(Do not check if smaller reporting company)

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

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 210,600,000 shares
of common stock are issued and outstanding as of January 12, 2009.

<PAGE>

                              EXPLANATORY PARAGRAPH

         This Quarterly Report on Form 10-Q/A (Amendment No. 1) is being filed
solely for the purpose of correcting a typographical error which appeared on the
cover page of the original Quarterly Report on Form 10-Q for the period ended
November 30, 2008 as filed with the Securities and Exchange Commission on
January 16, 2009. Included in this Amendment are currently dated certifications
which appear as Exhibits 31.1, 31.2 and 32.1 hereof.

ITEM 6.  EXHIBITS.

31.1     Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive
         officer

31.2     Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and
         accounting officer

32.1     Section 1350 Certification of principal executive officer and principal
         financial and accounting officer

                                   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.


                                              BY: /s/ Michael Yuster
                                                  ------------------
                                                  Michael Yuster President,
                                                  Secretary Treasurer, principal
                                                  executive officer, principal
                                                  financial and accounting
                                                  officer and sole Director

                                                  Dated: January 16, 2009

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