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, 2012
OR
[ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ___________ to ____________.
Commission File Number 333-168089
PREMIER OIL FIELD SERVICES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 27-2262066 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
534 Savanna Hill Lane, Rockwall, Texas 75032
(Address of principal executive offices)
(972) 249-6789
(Issuer's telephone number)
1713 Moorish Lane, Rockwall, Texas 75032
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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 Act of 1934 during the past 12 months and (2) has been subject to such filing requirement for the past 90days Yes [X] No [ ].
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer [ ]. | Accelerated Filer [ ]. | ||
Non-Accelerated Filer [ ]. | Smaller Reporting Company [X] |
Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act: Yes [ ] No [ X ].
Aggregate market value of the voting stock held by non-affiliates of the registrant as of June 17, 2013: $173,168
Shares of common stock outstanding at June 17, 2013: 7,346,336
EXPLANATORY NOTE
This Amendment on Form 10-K/A (this “Amendment”) amends Premier Oil Field Services, Inc.’s (the “Registrant”) Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which the Registrant previously filed with the Securities and Exchange Commission on April 16, 2013 (the “Original Filing”).
This Form 10-K/A amends ITEM 12, Security Ownership of Management and Beneficial Owners and ITEM 13, Certain Relationships and Related Party Transactions.
The Registrant is filing this Amendment because management was made aware of a deficiency contained within the Original Filing, namely the filing did not fully disclose Beneficial Owners that may have a control relationship or perceived control relationship with the Registrant, nor did the filing disclose related transactions with the Beneficial Owners.
The Registrant has re-submitted certifications:
Except as set forth above, the Original Filing has not been amended, updated or otherwise modified.
The company acknowledges that:
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ITEM 12. SECURITY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS
As of December 31, 2012 the following persons are known to the Company to own 5% or more of the Company's Voting Stock:
Title / Relationship to Issuer | Name of Beneficial Owner |
Number of Shares Owned |
Percent of Total |
Chief Executive Officer, Chief Financial Officer, and Director |
Lewis Andrews | 6,400,000 | 87.12% |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTION
Yorkdale Capital, LLC advises and assists the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for audit. Yorkdale Capital, LLC or its principals are shareholders and invoices the Company reasonable fees for professional services. Yorkdale Capital, LLC or its principals were paid by the Company for professional services $11,250 and $9,000 for the twelve months ended December 31, 2012 and 2011, respectively.
As of December 31, 2012 the Consultants are known to the Company to own or control the following Voting Stock of the Company:
Title / Relationship to Issuer | Name of Beneficial Owner |
Number of Shares Owned |
Percent of Total |
Consultant – Yorkdale Capital, LLC | Mark Smith | 300,000 | 4.08% |
Consultant – Yorkdale Capital, LLC | Charles Smith | 300,000 | 4.08% |
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SIGNATURES
In accordance with 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 OIL FIELD SERVICES, INC.
By /s/ Lewis Andrews
Lewis Andrews, President, CFO
Date: June 19, 2013
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