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 June 30, 2009


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.


(Exact Name of Registrant as specified in its charter)







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







14785 Preston Road, Suite 550


Dallas, Texas 75254


(Address of principal executive offices)





(972) 789-5151


(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 August 19, 2009, there were 210,600,000 shares of the issuer's common stock issued and outstanding.









1




TABLE OF CONTENTS




PART I- FINANCIAL INFORMATIONPageItem 1.
Financial Statements.
3Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
24Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
30Item 4.
Controls and Procedures.
30PART II - OTHER INFORMATIONItem 1.
Legal Proceedings.
31Item 1a.
Risk Factors
31Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
31Item 3.
Defaults Upon Senior Securities.
31Item 4.
Submission of Matters to a Vote of Security Holders.
31Item 5.
Other Information.
31Item 6.
Exhibits.
32





2








PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.




PREMIER ENERGY CORP. AND SUBSIDARY


Consolidated Balance Sheets




ASSETSJune 30, 2009


December 31, 2008Note


(unaudited)


(audited)Current Assets:Cash




$
314


$
52Accounts and notes receivables, net





80,341



85,369Inventories


5



133,588



121,171Prepaid taxes and expenses


6



414,861



451,765Prepaid and other assets


7



53,033



13,323682,137



671,680Property, Plant and Equipment:Proven Oil and Gas properties (successful efforts), at cost






7,762,215



8,266,831Less- accumulated depletion, depreciation and amortization



(3,526,919
)


(3,594,193
)Other property, plant and equipment






96,146



102,396Less- accumulated depreciation






(81,957
)


(82,169
)4,249,485



4,692,865Deferred Income tax assets


10



48,143



78,683TOTAL ASSETS





$
4,979,765


$
5,443,228LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts Payable


8


$
426,507


$
315,624Short term borrowings


9



328,892



310,194Short term account payable under out-of-court settlement






84,794



-Production taxes payable






304,571



148,6021,144,764



774,420.Long-Term Liabilities:Long Term Notes Payables






119,362



-Provision for litigations






-



96,319Asset retirement obligations


12



555,882



566,279675,244



662,598TOTAL LIABILITIES






1,820,008



1,437,018STOCKHOLDERS' 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,


13



21,060



21,060210,600,000 shares issued and outstanding at June 30, 2009 and December 31, 2008, respectivelyAdditional  Paid-in Capital






10,271,174



10,271,174Accumulated Deficit






(6,681,382
)


(6,102,629
)Accumulated other comprehensive income






(451,095
)


(183,395
)3,159,757



4,006,210TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY





$
4,979,765


$
5,443,228








See accompanying notes to unaudited consolidated financial statements.








3




PREMIER ENERGY CORP. AND SUBSIDARY


Consolidated Statements of Operations






Three months ended


Three months endedJune 30, 2009


June 30, 2008(unaudited)


(unaudited)Operating revenues:Oil and gas production revenue

$
91,089


$
342,029Other revenue


-



-91,089



342,029Operating expenses:Oil and gas production expense


35,250



75,627Mineral extracton tax


40,404



122,103Depreciation, depletion and amortizaton


75,782



100,700Taxes other that income taxes


14,687



23,819Loss on sales proven proven properties


-



-Marketing and transportation expenses


41,512



78,951General and administrative


10,825



52,477218,460



453,677Operating loss


(127,371
)


(111,648
)Other Income (Expense):Currency translation gain/(loss)


17,582



741Interest expense


(11,221
)


(16,003
)6,361



(15,262
)Loss Before Provision forIncome Taxes


(121,010
)


(126,910
)Benefit(Provision) for Income Tax


(1,927
)


9,066Net Loss

$
(122,937
)

$
(117,844
)Loss Per ShareBasic and diluted

$
(0.00
)

$
(0.00
)Weighted Average Number of Shares Outstanding


210,600,000



210,600,000


See accompanying notes to unaudited consolidated financial statements.
 
 
 4
 
 
 PREMIER ENERGY CORP. AND SUBSIDARY


Consolidated Statements of Operations
 (Unaudited)





Six months ended


Six months endedJune 30, 2009


June 30, 2008Operating revenues:Oil and gas production revenue

$
159,505


$
471,538Operating expenses:Oil and gas production expense


93,087



212,471Mineral extraction tax


69,567



280,775Depreciation, depletion and amortization


148,510



197,323Taxes other that income taxes


28,894



64,423Marketing and transportation expenses


79,980



192,542General and administrative


155,071



88,599575,109



1,036,133Operating loss


(415,604
)


(564,595
)Other Income (Expense):Currency translation gain/(loss)


(33,739
)


15,210Interest expense


(22,881
)


(31,589
)(56,620
)


(16,379
)Loss Before Provision forIncome Taxes


(472,224
)


(580,974
)Benefit(Provision) for Income Tax


(23,831
)


71,203Net Loss

$
(496,055
)

$
(509,771
)Loss Per ShareBasic and diluted

$
(0.00
)

$
(0.00
)Weighted Average Number of Shares Outstanding


210,600,000



210,600,000











See accompanying notes to unaudited consolidated financial statements.








5




PREMIER ENERGY CORP. AND SUBSIDIARY




Statement of Stockholders’ Equity
 For the period January 1, 2009 through June 30, 2009
 (Unaudited)





AccumulatedAdditional


Accumulated


OtherComprehensive





Common


Paid-in


Deficit


Comprehensiveincome/(loss)


Shares


Stock


Capital





Income


TotalBalance at January 1, 2009





210,600,000


$
21,060


$
10,271,174


$
(6,102,629
)

$
(183,395
)

$
4,006,210Net loss for six months ended June 30, 2009

$
(496,055
)














(496,055
)






(496,055
)Foreign currency translation adjustment


(350,398
)


















(350,398
)


(350,398
)$
(846,453
)Balance at June 30, 2009






210,000,000


$
21,060


$
10,271,174


$
(6,598,684
)

$
(533,793
)

$
3,159,757














See accompanying notes to unaudited consolidated financial statements.





6




PREMIER ENERGY CORP. AND SUBSIDIARIES




Statement of Cash Flows
 (Unaudited)


Six months ended


Six months endedJune 30, 2009


June 30, 2008Cash Flows from Operating Activities:Net Loss

$
(495,874
)

$
(50,9771
)Adjustments to reconcile net loss to cashused in operating activities:Depreciation, depletion and amortization


148,541



197,322Interest expense


22,881



31,589Deferred income taxes


30,540



(119,388
)Changes in Assets and Liabilities:Accounts Receivable and notes receivable


(24,971
)


193,984Inventories


(12,417
)


20,256Prepaid expenses and taxes


36,904



29,038Prepaid and other assets


(9,711
)


(9,956
)Accounts Payable and accrued expenses


147,364



(370,624
)Taxes payable


155,969



(51,233
)Net Cash Used in Operating Activities


(774
)


(588,783
)Cash Flows used in Investing activities:Proceeds from Sales and disposals of Property






-Plant and Equipment


-Payments to Acquire Oil and Gas properties


-Payments to Acquire Property, Plant and Equipment


-



(2,123
)Net Cash Used in investing Activities


-



(2,123
)Cash Flows from Financing Activities:Proceeds from sale of equity


-



-Proceeds from Short-term Borrowings


18,698



692,368Proceeds from Long-term Borrowings


-



-Net Cash Provided from financing Activities


18,698



692,368Effect of exchange rate changes on cash and cash equivalents


(17,662
)


(101,168
)Net increase (decrease)  in cash


262



294Cash at beginning of period


52



162Cash at end of period

$
314


$
456Supplemental Disclosures of Cash Flow information:Interest paid:

$
-


$
-Income Taxes paid

$
2,191


$
-





See accompanying notes to unaudited consolidated financial statements.








7











PREMIER ENERGY CORP.


AND SUBSIDIARY




NOTES TO UNAUDITED CONSOLIDATED 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.





These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Transition Report on Form 10-K for the transition period ended December 31, 2008, as filed with the Securities and Exchange Commission (“SEC”). The financial statements
included herein as of June 30, 2009, and for the six month periods ended June 30, 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 will be 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.






8







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.





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.






9





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 June 30, 2009



$1 = RUB31.29;as of December 31, 2008



$1 = RUB29.38;as of March 31, 2008



$1 = RUB23.45;as of December 31, 2007



$1 = RUB24.55.





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


for six months period ended June 30, 2009
$1 = RUB32.22;for year ended December 31, 2008
$1 = RUB24.85;for six months period ended June 30, 2008
$1 = RUB23.63;for year ended December 31, 2007
$1 = RUB25.08.





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.




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 June 30, 2009 and December 31, 2008 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.








10





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 years


Vehicles                                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.





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.









11







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 years ended December 31, 2008, 2007 and 2006, no property impairments were 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 site and in-field pipeline.





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.








12





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.





The Company had $328,892 in loans outstanding under its credit agreements as of June 30, 2009 and $310,194 in loans outstanding under its credit agreements as of December 31, 2008.




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 are 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 Carryforwards.




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 the this pronouncement has had not 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 June 30, 2009 and 2008, there we no common share equivalents outstanding.




Business Segments




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






13






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.





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 SFAS 157 in the amounts of $328,892 and $310,194 at June 30, 2009 and December 31, 2008, respectively.





Recent accounting pronouncements




In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “InterimDisclosures about Fair Value of Financial Instruments”, (“FSP FAS 107-1 and APB28-1”) which amends FASB Statement No. 107, Disclosures about
Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP shall be effective for interim reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15, 2009. The Company does not believe the adoption of FSP FAS 107-1 and APB 28-1 will have a material impact on its financial statements.




In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognitionand Presentation of Other-Than-Temporary Impairments”, (“FSP FAS 115-2 and FAS 124-2”) which amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the
guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP shall be effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009 is not permitted. The Company does not believe the adoption of FSP FAS 115-2 and FAS 124-2 will have a material
impact on its financial statements.









14





In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157-4 provides guidance on estimating fair value when market
activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.





In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement
with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.





In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained
in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition
or results of operation.





In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods
for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.





In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003), “Consolidation
of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.





In June 2008, the FASB issued FASB Staff Position 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 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore
need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations
if adopted.





In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time.







15






In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact
on its consolidated financial position, results of operations or cash flows.





In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that
it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company
to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behaviour may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SA B 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows.





In December 2007, the FASB issued SFAS No. 141 (Revised), “Business combinations.” This Statement will apply to all transactions in which an entity obtains control of one or more businesses. SFAS No. 141 (Revised) requires an entity to recognize the fair value of assets acquired and liabilities
assumed in a business combination; to recognize and measure the goodwill acquired in the business combination or gain from a bargain purchase and modifies the disclosure requirements. The Company is required to prospectively adopt the provisions of SFAS No. 141 (Revised) for business combinations for which the acquisition date is on or after January 1, 2009. Early adoption of SFAS No. 141 (Revised) is prohibited.




In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.” This Statement will apply to all entities that prepare consolidated financial statements (except not-for-profit organizations) and will affect those which have an outstanding noncontrolling
interest (or minority interest) in their subsidiaries or which have to deconsolidate a subsidiary. This Statement changes the classification of a non-controlling interest; establishing a single method of accounting for changes in the parent company’s ownership interest that does not result in deconsolidation and requires a parent company to recognize a gain or loss when a subsidiary is deconsolidated. The Company is required to prospectively adopt the provisions of SFAS No. 160 in the first quarter of 2009,
except for the presentation and disclosure requirements which shall be applied retrospectively. Early adoption of SFAS No. 160 is prohibited.




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 June 30, 2009, 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.








16





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.





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 six months period ended June 30, 2009, sales to three unrelated customers represented 74.6 %, 24.3% and 1.1% of total revenue (over six months ended June 30, 2008 – sales to four unrelated customers represented 82.9 %, 12.0%, 4.5% and 0.6% of total revenue).





Note 5 - Inventories.





Inventories are summarized as follows:





As of June 30, 2009
(unaudited)


As of December 31, 2008Inventories of crude oil (less valuation allowance $46,162 and $90,241 as of June 31, 2009 and December 31, 2008, respectively)

$
42,058


$
23,608Raw materials


91,530



97,563$
133,588


$
121,171





Note 6 - Prepaid taxes and expenses.





Prepaid taxes and expenses include:





As of June 30, 2009
(unaudited)


As of December 31, 2008VAT receivable

$
404,538


$
432,160Current Income Tax Receivables


1,898



115Other taxes receivable


7,741



19,249Deferred expenses


684



241$
414,861


$
451,765








17





Note 7 - Prepaid and other assets.





Prepaid and other assets include:





As of June 30, 2009
(unaudited)


As of December 31, 2008Prepayments


23,033



10,773Loans to related parties


-



2,550Advances to Employees


30,000



-$
53,033


$
13,323





Note 8 -  Accounts payable





Accounts payable are summarized as follows:





As of June 30, 2009
(unaudited)


As of December 31, 2008Trade accounts payable

$
229,744


$
234,183Wages and salaries payable


83,791



33,810Other accounts payable


112,972



47,631$
426,507


$
315,624




Note 9 -  Borrowings





The Company borrows operating funds under several loans agreements with non-financial institutions:





As of June 30, 2009
(unaudited)


As of December 31, 2008Interest free, unsecured loan from Tintrade Limited ($300,000 is overdue, for disclosure see Note 11)

$
200,000


$
300,000Interest free, unsecured loans from members of staff


128,892



10,194$
328,892


$
310,194





As of February 10, 2009, Karbon reached an out-of-court settlement with Tintrade Ltd and subsequently settled approximately $11,300 worth of court fees according to the payment plan agreed upon with Tintrade Ltd.








18





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 June 30, 2009
(unaudited)


As of December 31, 2008


As of June 30, 2009
(unaudited)


As of December 31, 2008


As of June 30, 2009
(unaudited)


As of December 31, 2008Property, plant and equipment

$
426


$
544


$
-


$
-


$
426


$
544Proved Oil and Gas properties


15,267



31,441



-



-



15,267



31,441Inventories


9,232



21,658



-



-



9,232



21,658Accounts payable


1,208



3,088



-



-



1,208



3,088Assets retirement obligations


31,280



33,798



-



-



31,280



33,798Borrowings


-



-



(9,269
)


(11,846
)


(9,269
)


(11,846
)Deferred tax assets/(liabilities)

$
57,413


$
90,529


$
(9,269
)

$
(11,846
)

$
48,144


$
78,683





Temporary differences between these financial statements and tax records gave rise to deferred income tax assets and liabilities as of June 30, 2009 as above.





Note 11 – Provision for litigation





The Company is litigating with Tintrade Limited, a lender of the Company, with regard to repayment of a $300,000 loan that matured in June 2003.  The lender is also claiming penalties and court fees to be recovered.





The Company has paid $100,000 off their liability to Tintrade Limited as part of an out-of-court settlement agreement and service of payment commitment.





Full provision for the amounts in questions has been recognized in the reporting period.





Note 12 – Assets retirement obligations





As of June 30, 2009
(unaudited)


As of December 31, 2008Beginning asset retirement obligation

$
566,279


$
616,185Liabilities incurred


-



-Liabilities settled


-



-Accretion expense


11,143



61,059Revision to estimated cash flows


-



-Foreign currency translation


(21,541
)


(110,965
)Ending asset retirement obligation

$
555,881


$
566,279





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.









19







Note 13 - 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 shares of common stock 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 ZRV owns 162,000,000 common shares or approximately 77% of the outstanding common shares.





Note 14 - 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 June 30, 2009:





US Dollars6 months ended December 31, 2009

$
30,348Year ended December 31, 2010


-$
30,348








The Company rents office space and the monthly rental as at June 30, 2009 was $ 2,470. The Monthly Rental is paid on or before the first day of each month. The Tenancy Agreement expires in December 2009. 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 June 30, 2009 was $2,588. The Monthly Rental is paid on or before the first day of each month. The Land Lease Agreement expires in December 2009. 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.






20





Note 15 - Related party transactions





In the six month period ended June 30, 2009, related parties paid for expenses on behalf of the Company. The related parties are entities owned by a major shareholder of Premier Energy Corp. In the six month period ended June 30, 2008 the Company did not enter into transactions with related parties that are material either to the Company
or any related party, or that are unusual in their nature of conditions.





Annual and six months periods’ balances with related parties are set out below:








As of June 30, 2009
(unaudited)


As of December 31, 2008Receivable from related parties:Receivable from companies under common control and key members of staff, non-interest bearing loans

$
-


$
2,551Total receivable from related parties

$
-


$
2,551Payable to related parties:Payable to companies under common control, trade

$
128,554


$
136,911Payable to companies under common control, non interest bearing


28,385



10,194Long-term related party payables


119,362



-Total payable to related parties

$
276,301


$
147,105








Note 16 - 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
plant 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.











21








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.





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 June 30, 2009 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 June 30, 2009 the Company recorded accrued salary of $70,833.






22





The agreement may be terminated by us for cause as set forth in the agreement, by us without cause, or by Dr. Prodanovic under certain circumstances. If we terminate the agreement for cause, he is not entitled to any severance benefits. If we should terminate the agreement without cause, we are obligated to pay Dr. Prodanovic an amount equal
to his monthly base salary for the greater of 24 months or until he is hired in a new position which is consistent with his experience and stature. If such new position pays less than his then current base salary we are obligated to pay the difference for the balance of the 24 month severance period. If his employment in the new position should terminate prior to the expiration of the 24 month severance period, we are obligated to pay his monthly base salary during the remaining period. In the event we should
fail to appoint Dr. Prodanovic Chief Executive Officer and a member of our Board of Directors in any successive periods during the term of the agreement, should we fail to compensate him pursuant to the terms of the agreement, or if there is a material breach of the agreement, Dr. Prodanovic is entitled to terminate the agreement and we shall be obligated to pay him the same severance benefits had we terminated the agreement without cause





Note 17 - Subsequent events





None.











23








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. See our annual report in current filing 8-K/A for the year ended December
31, 2008 filed with the SEC on February 27, 2009.





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.







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 MD&A should be read in conjunction with “Item 1. Financial Statements”
of this report on Form 10-Q.




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





•

Executive Summary –an executive summary of our results of operations for the three-month period and six-month period ended June 30, 2009.





•

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 and six months ended June 30, 2009 and 2008, 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.





RESULTS OF OPERATIONS





The following discussion and analysis summarizes the results of operations of the Company for the six-month periods ended June 30, 2009 and 2008.






24







COMPARISON OF THREE MONTHS ENDED JUNE 30, 2009 AND 2008




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 June 30, 2009, 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 June 30, 2009 decreased 73% to $0.09 million from $0.34 million in the comparable period in 2008.





•

Gross profit margin decreased 89.3% points for the three months ended June 30, 2009 to 16.9% from 42.2% in the comparable period in 2008, primarily resulting from lower sales.





•

Selling, general and administrative expenses as a percentage of revenue were 11.9% and 15.3% for the three months ended June 30, 2009 and 2008, respectively, which was primarily due to decreases in, among other factors, additional legal, consult and audit expenses.





•

Marketing and transportation expenses were down by 47%, value falling from $0.08 million at the three month period ended June 30, 2008 to $0.04 million at June 30, 2009.





COMPARISON OF SIX MONTHS ENDED JUNE 30, 2009 AND 2008




EXECUTIVE SUMMARY




The following is an executive summary of what Premier Energy Corp. believes are important results as of and during the six months ended June 30, 2009, 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 six months ended June 30, 2009 decreased 66% to $0.16 million from $0.47 million in the comparable period in 2008.





•

Deterioration in current ratio (defined as current assets divided by current liabilities) of 64.35% at June 30, 2009 as compared to 86.73% at December 31, 2008.





•

Gross profit margin increased 57.2% points for the six months ended June 30, 2009 to (1.97)% from (4.60)% in the comparable period in 2008, primarily resulting from a effective costs management.





•

Selling, general and administrative expenses as a percentage of revenue were 97.2% and 18.8% for the six months ended June 30, 2009 and 2008, respectively, which was primarily due to increases in, among other factors, additional legal, consult and audit expenses.





•

Marketing and transportation expenses were down by 58%, value falling from $0.19 million at the six month period ended June, 2008 to $0.08million at June 30, 2009.




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. Please also refer to our transition report on Form 10-K for the transition
period ended December 31, 2008 filed with the SEC on May 1, 2009 for a more detailed discussion of our critical accounting estimates.





NEW ACCOUNTING STANDARDS


New Accounting Standards




In December 2007, the FASB issued SFAS No. 141R, Business Combinations (“SFAS 141R”), which replaces SFAS No. 141. This statement retains the purchase method of accounting for acquisitions but establishes principles and requirements for how an acquirer entity recognizes
and measures in its financial statements the identifiable assets acquired (including intangibles), the liabilities assumed and any non-controlling interests in the acquired entity. This statement also changes the recognition of assets acquired and liabilities assumed arising from contingencies and requires the expensing of acquisition-related costs as incurred. We adopted SFAS 141R on January 1, 2009, which did not have any impact on our consolidated financial statements upon adoption. However, we expect
that SFAS 141R will have an impact on our future consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature of any future transactions.








25




In April 2009, the FASB issued FSP No. 141R-1 Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP 141R-1”). FSP 141R-1 amends the provisions in SFAS 141R for the initial recognition and measurement,
subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. FSP 141R-1 eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in SFAS 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We expect that FSP 141R-1 will have an impact on our future consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, term and size of any acquired contingencies.




In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets, and requires enhanced disclosures relating to: (a) the entity’s accounting policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset; (b) in the period of acquisition or renewal, the weighted-average period prior to the next renewal or extension (both explicit and implicit), by major intangible asset class;
and (c) for an entity that capitalizes renewal or extension costs, the total amount of costs incurred in the period to renew or extend the term of a recognized intangible asset for each period for which a statement of financial position is presented, by major intangible asset class. FSP 142-3 must be applied prospectively to all intangible assets acquired as of and subsequent to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years.




International Financial Reporting Standards (“IFRS”) are a set of standards and interpretations adopted by the International Accounting Standards Board. The SEC is currently considering a potential IFRS adoption process in the U.S., which could, in the near term, provide domestic issuers with an alternative accounting method and
ultimately could replace U.S. GAAP reporting requirements with IFRS reporting requirements. It is anticipated that the SEC will soon issue guidance on this potential adoption. We are currently investigating the implications to the Company should we be required to adopt IFRS.




RESULTS OF OPERATIONS




Three Months Ended June, 2009 and 2008





The following summarizes our operational highlights during three months ended June 30, 2009:





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 June 30, 2009 and June 30, 2008 (in US Dollars):





For three months ended June 30,2009


2008Oil revenue

$
91,089


$
342,029Net Oil sold (Bbls)


4,377



7,585Average price of oil sold (per bbl)

$
20.81


$
45.09Average production and transportation cost (per bbl)

$
26.77


$
36.48





During three months ended June 30, 2009, the Company’s domestic oil revenues were down by 73%, due to decreased oil production by 17.1% and decrease of selling price by 53.8%.






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The Company’s domestic oil operating expenses decreased 51.8%, value falling from $0.45 million at the prior the three month period ended June 30, 2008 to $0.22 million at June 30, 2009. The decrease in rate of Mineral Extraction Tax (NDPI), marketing and transportation expenses and oil and gas production expense are the primary reason
for the overall decrease in the operating expenses. Falling oilfield costs and the same level of production during the period of three months ended June 30, 2009 resulted in lower costs per bbl.




Six Months Ended June, 2009 and 2008




The following summarizes our operational highlights during six months ended June 30, 2009:





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 forsix months ended June 30, 2009 and June 30, 2008 (in US Dollars):





For six months ended June 30,2009


2008Oil revenue

$
159,505


$
471,538Net Oil sold (Bbls)


11,324



11,849Average price of oil sold (per bbl)

$
14.09


$
39.79Average production and transportation cost (per bbl)

$
21.43


$
57.87





During six months ended June 30, 2009, the Company’s domestic oil revenues were down by 66%, due to decreased oil production by 18% and decrease of selling price by 65%.





The Company’s domestic oil operating expenses decreased 44.5%, value falling from $1.04 million at the prior the six month period ended June 30, 2008 to $0.58 million at June 30, 2009. The decrease in rate of Mineral Extraction Tax (NDPI), marketing and transportation expenses and oil and gas production expense are the primary reason
for the overall decrease in the operating expenses. Falling oilfield costs and the same level of production during the period of six months ended June 30, 2009 resulted in lower costs per bbl.






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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 June 30, 2009 there have been no significant material developments.





Results of Operations achieved during three months ended June 30, 2009 Compared to three months ended June 30, 2008





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 June 30, 2009 of $0.122 million compared to a net loss of $0.118 million for the same period in 2008. Factors contributing to the $0.004 million decrease in net loss from three months ended June 30, 2008 to three months ended June 30, 2009 included the following:





·
Oil production net of our interest for three months ended June 30, 2009 was 4,677 Bbls resulting in $91,089 worth of oil sales, at an average wellhead price of $20.81 per Bbls for the three months ended June 30, 2009.·
In 2008, our net production was 5,629 Bbls resulting in $342,029 worth of oil sales, at an average wellhead price of $45.09.





·
The 17.1% decrease in production volumes resulted from abandonment of oil production from Wells 108, 130 and 133 due to operating necessity of work over activities.





Our marketing and transportation expenses and production taxes (mineral extraction tax) for three months ended June 30, 2009 decreased to $81,916 (59% over three months ended June 30, 2008).





General and administrative expenses decreased from $52,477 for the three months ended June 30, 2008 to $10,825 for the three months ended June 30, 2009, due largely to:





·
Decease in audit, legal, advisory and accounting expense due to the Premier Energy Corp.  appointed lawyers, auditors and advisers charging additional professional fees associated to compliance with SEC reporting rules and requirements.








Results of Operations achieved during six months ended June 30, 2009 Compared to six months ended June 30, 2008





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.








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We had net loss from continuing operations for the six months ended June 30, 2009 of $0.49 million compared to a net loss of $0.51 million for the same period in 2008. Factors contributing to the $0.02 million decrease in net loss from six months ended June 30, 2008 to six months ended June 30, 2009 included the following:





·
Oil production net of our interest for six months ended June 30, 2009 was 9,866 Bbls resulting in $159,505 worth of oil sales, at an average wellhead price of $14.09 per Bbls for the six months ended June 30, 2009.·
In 2008, our net production was 12,084 Bbls resulting in $471,538 worth of oil sales, at an average wellhead price of $39.79.





·
The 18.4% decrease in production volumes resulted from abandonment of oil production from Wells 108, 130 and 133 due to operating necessity of work over activities.





Our marketing and transportation expenses and production taxes (mineral extraction tax) for six months ended June 30, 2009 decreased to $149,547 (68% over six months ended June 30, 2008).





General and administrative expenses increased from $88,599 for the six months ended June 30, 2008 to $155,071 for the six months ended June 30, 2009, due largely to:





·
Increase in audit, legal, advisory and accounting expense due to the Premier Energy Corp.  appointed lawyers, auditors and advisers charging additional professional fees associated to compliance with SEC reporting rules and requirements.








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 ou r 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.  There is no guarantee that we will be able to generate adequate revenues or obtain further capital through equity and/or debt.  In the event that we do not generate adequate revenue or raise capital, our operations will be negatively impacted.





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 and full work-over on additional two shut-in wells by the end of 2009. The aim is to increase production rate in this year from the present 60 bopd to the expected 400 bopd from the existing wells. We expect to engage local Russian contractors, Almaz Service and ServiceNefteGaz, specializing in oil well work-over and modernization, to provide the required work at the North-Kopanskoye Oilfield
in 2009 assuming we raise the required capital.





Subject to the availability of funds, the current plans also call for other concurrent work, including drilling and completion of three new production wells in 2009 at the North-Kopanskoye Oilfield. 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 the remainder of 2009 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.








29








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 2009 is currently estimated at $19.3 million for the planned drilling of 7 new wells in the North Kopanskoye Field and $8.5 millions for the oil field construction of surface facilities. Our planned 2009 development and exploration expenses could also increase if any of the operations associated with our properties
experience cost overruns.





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 June 30, 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 2009, the Company engaged RBSM LLP as an independent consultant to evaluate its needs and provided 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 June 30, 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.








30





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. Except as set forth below, 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.





·
Tintrade Limited, a lender of Karbon, filed suit against Karbon in Russia with regard to repayment of a $300,000 loan that matured in June 2003. Tintrade Limited is also claiming penalties and court fees to be recovered.  The Company has paid $100,000 to Tintrade Limited as part of an out-of-court settlement agreement and service of payment commitment.








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.  Submission of Matters to a Vote of Security Holders





None.





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








31








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: August 19, 2009
By:
/s/ Anton ProdonavicAnton Prodonavic, Chief Executive Officer and Director
(Principal Executive Officer)


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