UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): February 25, 2010
PREMIER
WEALTH MANAGEMENT, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-104631
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43-1988542
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(State
or incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5
Them. Dervis Street, 3rd Floor,
CY-1066 Nicosia, Cyprus
(Address
of principal executive offices)
011-352
2630 1540
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.06 Material Impairments.
and
Item
8.01 Other
Events.
Effective as of February 25, 2010,
management of Premier Wealth Management, Inc., a Delaware corporation (the
“Company”) has determined that recently initiated actions against its wholly
owned subsidiary, Master Trust, S.A. (“Master Trust”), when
considered on a combined basis, may have a material adverse effect on the
Company’s financial results and could, if the Company is not victorious, cause a
significant cash expenditure impairment charge in the Company’s consolidated
financial statements for the fiscal years ended December 31, 2009 and December
31, 2010.
While
Master Trust’s investment management and financial advisory business renders it
prone to customer arbitrations and complaints in the ordinary course of its
business, these complaints or actions tend to increase in dollar amount and
frequency in the investment banking industry during and after economic
downturns, such as the recent global credit crisis and economic
downturn.
In
particular, three recent customer complaints have been initiated against the
Company between February and December of 2009, claiming negligence and
unsuitability, and alleging damages aggregating a total 1,185,021 Euro
(approximately US$1,608,902 as at the date hereof). The cases have
been initiated in Belluno, Italy (235,000 Euro alleged damages, initiated on
July 8th, 2009),
Padova, Italy (847,021 Euro alleged damages, initiated February 10, 2009), and
Como, Italy (103,000 alleged damages, initiated December 10, 2009). The Board of
Directors of the Company has not made a formal determination, to
date, as to the amount or range of impairment charge that will result in future
cash expenditures, as these cases are in early stages.
These
cases are in addition to two other previously existing minor customer complaint
related cases aggregating approximately $125,000 in alleged damages, initiated
between 2005 and 2007, potential liabilities for which the Company has already
taken impairment charges as disclosed in the Company’s previous financial
statements.
While the
Company and its Master Trust subsidiary believe that the foregoing claims are
frivolous, and, that even if viable, damages can be ascertained at amounts far
below those alleged, no assurance can be made that a sympathetic court won’t
find in favor of the claimants, especially given the recent economic
downturn. The Company believes it has meritorious defenses to the
above claims and intends to vigorously defend these suits.
While the
Company is not aware of any other specific pending claims, no assurance can be
made that other Master Trust clients suffering losses in similar or other
investments during the economic downturn will not assert additional
claims.
[Remainder
of Page Left Blank]
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SIGNATURE
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.
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Dated:
February 28, 2010
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PREMIER
WEALTH MANAGEMENT, INC.
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By:
/s/ Nigel
Gregg
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Nigel
Gregg
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Chief
Executive Officer
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