UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number:
333-140637
(Check
One):
o
Form
10-K
o
Form
20-F
o
Form
11-K
x
Form
10-Q
o
Form N-SAR
o
Form N-CSR
For
Period Ended:
March 31, 2009
o
Transition
Report on Form 10-K
o
Transition
Report on Form 20-F
o
Transition
Report on Form 11-K
o
Transition
Report on Form 10-Q
o
Transition
Report on Form N-SAR
For the
Transition Period Ended: ________________________
Read
attached instruction sheet before preparing form. Please print or
type.
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
PART
I -- REGISTRANT INFORMATION
PREMIER
POWER RENEWABLE ENERGY, INC.
Full name
of registrant:
Former
name if applicable:
4961
Windplay Drive, Suite 100
Address
of principal executive office (Street and number):
El
Dorado Hills, California 95762
City,
state and zip code
PART
II -- RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
½
½
½
½
x
½
½
½
½
½
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
or the transition report portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The
Company has experienced a delay in completing the information necessary for
including in its March 31, 2009 Form 10-Q Quarterly Report (the “Quarterly
Report”). The Company expects to files the Quarterly Report within the allotted
extension period.
PART
IV -- OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification
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Jamie
H. Kim, Esq.
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(310)
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208-1182
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X]
Yes [ ]
No
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [ X ] Yes [ ]
No
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As
reported in the Company’s Current Report on Form 8-K filed on September 11,
2008, the Company (then named “Harry’s Trucking, Inc.”) acquired the business
that now constitutes our current operations, by executing a Share Exchange
Agreement (“Exchange Agreement”) by and among the Company, the Company’s then
majority stockholder, Premier Power Renewable Energy, Inc., a California
corporation (“Premier Power California”), and the stockholders of Premier Power
California who, immediately prior to the closing of the transactions
contemplated by the Exchange Agreement, collectively held 100% of Premier Power
California’s issued and outstanding share capital (the “PPG
Owners”). Hereinafter, this share exchange transaction is described
as the “Share Exchange.”
Under the
Exchange Agreement, the Company completed the acquisition of all of the equity
interests of Premier Power California held by the PPG Owners through the
issuance of 24,218,750 restricted shares of common stock of the Company to the
PPG Owners. As a result of the Share Exchange, the PPG Owners became
our controlling stockholders, and Premier Power California became the Company’s
wholly owned subsidiary. In connection with Premier Power California
becoming the Company’s wholly owned subsidiary, the Company acquired the
business and operations of Premier Power California, and Premier Power
California’s wholly owned subsidiaries, Bright Future Technologies, LLC, a
Nevada limited liability company, and Premier Power Sociedad Limitada, a limited
liability company formed in Spain, became the Company’s indirect wholly owned
subsidiaries. The closing of the Share Exchange occurred on September
9, 2008. The above description of the Share Exchange is qualified in
its entirety with reference to the Company’s Current Report on Form 8-K,
together with the exhibits included with such report, as filed with the SEC on
September 11, 2008.
The Share
Exchange was accounted for under the purchase method of accounting as a reverse
acquisition. For accounting and financial reporting purposes, the
Company was treated as the acquired company, and Premier Power California was
treated as the acquiring company. Consequently, the Share Exchange is
treated as a recapitalization of Premier Power California, and, thus, the
assets, liabilities, and historical operations that will be reflected in the
consolidated financial statements for the quarterly period ended March 31, 2009
are those of Premier Power California and are recorded at the historical cost
basis of Premier Power California. The Company’s assets and
liabilities are consolidated as of the effective date of the Share Exchange and
are recorded at their net tangible book value. The Company’s results
of operations are consolidated with Premier Power California commencing the
effective date of the Share Exchange. Accordingly, the amounts
reflected in the Company’s financial statements for the quarter ended March 31,
2009, including, but not limited to, the Company’s revenue, net profit, assets,
liabilities, and shareholder's equity will differ significantly from that
reported in the previous year's Quarterly Report on Form 10-QSB filed for the
corresponding fiscal quarter in 2008.
PREMIER
POWER RENEWABLE ENERGY, INC.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
May 15, 2009
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/s/ Dean
Marks
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Dean
Marks
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Chief Executive
Officer
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