Attached files

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EX-31.2 - EXHIBIT 31.2 - Premier Power Renewable Energy, Inc.v308916_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - Premier Power Renewable Energy, Inc.v308916_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Premier Power Renewable Energy, Inc.v308916_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - Premier Power Renewable Energy, Inc.v308916_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2011

 

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission file number: 333-140637

 

PREMIER POWER RENEWABLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   13-4343369
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

4961 Windplay Drive, Suite 100, El Dorado Hills, CA   95762
(Address of principle executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (916) 939-0400

 

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

Securities registered under Section 12(g) of the Act: None

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. x Yes  ¨ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit and post such files).   x  Yes     ¨  No 

 

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

 

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

 

Large accelerated filer   ¨  Accelerated filer   ¨ 
Non-accelerated filer  ¨ Smaller reporting company x

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $7,335,171 as of June 30, 2011, based upon 10,630,683 shares at $0.69 per share as reported on the OTC Bulletin Board.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the last practicable date: 29,350,209 shares of common stock as of March 23, 2012.

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (“Amendment”) amends the Form 10-K filed by the Registrant for the fiscal year ended December 31, 2011, which was originally filed on April 4, 2012 (“Original 10-K”). The purpose of this Amendment is to re-file the certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002. The dates of these certifications filed with the Original 10-K were inadvertently and erroneously dated March 30, 2012 when they were in fact signed April 4, 2012. Also, the signature page to the Original 10-K contained signatures by Dean R. Marks as the Chief Executive Officer of the Registrant, and signatures by Mr. Marks, Miguel de Anquin, Frank J. Sansone, Robert Medearis, and Hernan Martinez on behalf of the Registrant and in each of their respective capacities, that were each inadvertently and erroneously dated March 30, 2012. The signatures from Messrs. Marks, de Anquin, Sansone, and Martinez were in fact from April 4, 2012, and the signature from Mr. Medearis was in fact from March 29, 2012.

 

Except as set forth above, our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 is not amended, updated, or otherwise modified.  This Amendment does not reflect events occurring after April 4, 2012, the date of filing the Original 10-K, or modify or update those disclosures that may have been affected by subsequent events.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  PREMIER POWER RENEWABLE ENERGY, INC.
   
  /s/ Dean R. Marks
  Dean R. Marks, Chief Executive Officer
   
  Date: April 10, 2012

 

Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

NAME   TITLE   DATE
         
/s/ Dean R. Marks   Chairman of the Board and Chief Executive Officer (Principal Executive Officer)   April 10, 2012
Dean R. Marks        
         
/s/ Miguel de Anquin   President and Director   April 9, 2012
Miguel de Anquin        
         
/s/ Frank J. Sansone   Chief Financial Officer (Principal Financial and Accounting Officer)   April 10, 2012
Frank J. Sansone        
         
/s/ Tommy Ross   Director   April 10, 2012
Tommy Ross