10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-K

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

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

For the fiscal year ended December 31, 2014

Commission file number: 000-53824

PREMIER HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	88-0344135
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification  No.)
1382 Valencia Avenue, Unit F	92780
Tustin, California	( Zip Code)

Registrant’s telephone number, including area code 949-260-8070

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.0001

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

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

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 requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K 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. o

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 o	Accelerated Filer o	Smaller Reporting Company x	Non-Accelerated Filer o
			(Do not check if a smaller reporting company)

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $13.5 million based upon the last sales price of the common stock as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of March 31,2015, there are 181,567,085 shares of common stock outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2014, filed with the Securities and Exchange Commission on April 15, 2015 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). We also are correcting the date on the cover page for the common stock outstanding.

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Item 15. EXHIBITS

No.	Description
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

21

SIGNATURES

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

Date: April 28, 2015 Premier Holding Corporation   /s/ Randall Letcavage Randall Letcavage Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act 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.

Date: April 28, 2015	/s/ Randall Letcavage Randall Letcavage Chairman of the Board of Directors
Date: April 28, 2015	/s/ Woodrow Clark Woodrow Clark Director
Date: April 28, 2015	/s/ Lane Harrison Lane Harrison Director

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5. INTANGIBLES ASSETS, NET (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense related to the purchased intangibles	$ 51,561	$ 0

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3. GOING CONCERN

12 Months Ended

Dec. 31, 2013

Going Concern

NOTE 3 - GOING CONCERN

The Company has sustained operating losses of $13,146,885 since inception. The Company’s continuation as a going concern is dependent on management’s ability to develop profitable operations, and / or obtain additional financing from its stockholders and / or other third parties.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

If management projections are not met, the Company may have to reduce its operating expenses and to seek additional funding through debt and/or equity offerings.

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7. CAPITAL STOCK TRANSACTIONS (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013
Warrants
Fair value of warrants granted	$ 146,250
Letcavage
Share based compensation	269,126
Clark
Share based compensation	12,749
Harrison
Share based compensation	12,749
Harrison
Share based compensation	10,285
Clark
Share based compensation	10,287
Weed
Share based compensation	$ 17,110

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7. CAPITAL STOCK TRANSACTIONS (Details-Warrant activity) (Warrants, USD $)	12 Months Ended
	Dec. 31, 2013
Warrants
Number of Warrants Outstanding
Beginning Balance	450,000
Granted	2,793,694
Exercised	0
Canceled/forfeited/expired	450,000
Ending Balance	2,793,694
Warrants vested and exercisable	2,793,694
Weighted - Average Exercise Price Per Share
Beginning Balance	0.57
Granted	$ 1.175
Exercised	$ 0
Canceled/forfeited/expired	$ 0.057
Ending Balance	0.175
Warrants vested and exercisable price per share	$ 0.175
Weighted - Average Remaining Contractual Life (Years)
Beginning balance	2 years 7 months 2 days
Granted	1 year 10 months 6 days
Ending balance	1 year 10 months 6 days
Warrants vested and exercisable weighted average remaining contractual life	1 year 10 months 6 days

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").

Principles of Consolidation

The audited consolidated financial statements include the accounts of Premier Holding Corporation, E3 and the accounts of THE POWER COMPANY USA, LLC as of and for the year ended December 31, 2013. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. The Company had no cash equivalents as of and December 31, 2013 and 2012.

Revenue Recognition

The Company’s wholly owned Energy Efficiency Experts, Inc. and The Power Company USA, LLC. offer renewable energy production and energy efficiency products and services to both commercial middle market companies as well as residential customers. In accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). When consultations are provided to customers, the revenue is recognized at the completion of the service when collectability is reasonably assured. For products sold to customers revenue is recognized when title has passed to the customer and collectability is reasonably assured; and no further efforts are required. Revenue generated from commercial and residential electricity usage is supported by annual (or longer) contracts with users, which the Company earns commissions from power suppliers when executed. The commission revenue is recognized when the contract is signed, and the performance is completed, with an appropriate allowance for estimates cancellation.

Accounts Receivable

All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectible as of December 31, 2013 and no allowance for bad debts was considered necessary.

Non-controlling Interest

Non-controlling interests in our subsidiary is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Earnings/Loss Per Share

The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.

Income Tax

Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting. A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward. Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 740-10-30 concerning Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by the FASB ASC Topic 740-10-30 concerning Income Taxes to allow recognition of such an asset.

Stock-Based Compensation

We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Goodwill and Other Intangible Assets

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.  Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

As of December 31, 2013, amortizable intangible assets consist of patents, trade names, trademarks, domain names, website emails, and non-compete agreements, and contracts with suppliers and customers. See Note 4 for further information regarding the acquisition and amortization of these intangible assets. These intangibles are being amortized on a straight line basis over their estimated useful lives, two to ten years.

Fair Value Measurements

On January 1, 2011, Premier adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, Premier also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of Premier. Unobservable inputs are inputs that reflect Premier’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that Premier has the ability to access.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect Premier's own assumptions about the inputs that market participants would use.

Premier’s financial instruments consist of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities. The estimated fair value of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. 

Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets.

Concentration of Credit Risk

The Company maintains its cash in multiple financial institutions. The Company limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality with a financial institution that exceeds federally insured limits. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal.

Gain from Discontinued Operations

Gain from discontinued operations of $985,138 for the nine months ended September 30, 2013 consists of the sale of both intangible assets in the form of sales opportunities and leads, and the assumption of liabilities from the discontinued operations to WEPOWER ECO Corp (an unrelated company). The gain is based upon the estimated value of the $5,000,000 note received in the transaction. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The preliminary appraised value of the note is $869,000; $116,138 consists of liabilities which were assumed by the acquirer in the transaction.

RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

Adopted

In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements and related disclosures.  

In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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Consolidated Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash	$ 781,569	$ 44,311
Accounts Receivable	438,976	0
Prepaid expenses	13,134	15,467
Total current assets	1,233,679	59,778
Notes Receivable	869,000	0
Vehicles, net	19,350	0
Intangible assets, net	201,366	269,980
Goodwill	4,555,750	138,000
Other assets	0	52,500
Total Assets	6,879,145	520,258
Current liabilities:
Accounts payable and accrued liabilities	315,063	42,746
Accrued commissions	117,685	0
Related party payable	86,138	120,098
Note payable	32,000	0
Liabilities of discontinued operations	0	116,138
Total current liabilities	550,886	278,982
Stockholders' Equity:
Common Stock, 100,000,000 shares authorized, par value $.0001, 151,003,328 and 55,794,549, respectively, issued and outstanding as of December 31, 2013 and 2012, respectively	15,101	5,580
Common Stock Payable	0	210,000
Additional Paid-in-Capital	19,639,399	9,167,625
Accumulated deficit	(13,146,885)	(9,141,928)
Total Premier Holding Corporation's Equity	6,507,615	241,276
Non-controlling interest	(179,356)	0
Total Stockholders' Equity	6,328,259	241,276
Total Liabilities and Shareholders' Equity	$ 6,879,145	$ 520,258

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Consolidated Statements of Shareholder's Equity (USD $)	Common Stock	Additional Paid-in Capital	Common Stock Payable	Minority Interest in Subsidiary	Accumulated Deficit	Deficit Accumulated During Development Stage	Total
Beginning balance, value at Dec. 31, 2011	$ 4,401	$ 7,282,103			$ (7,026,556)	$ (3,293,586)	$ 259,948
Beginning balance, shares at Dec. 31, 2011	44,007,020
Common stock options and warrants issued for services		115,930					115,930
Common stock issued after exercise of warrants, shares	375,000
Common stock issued after exercise of warrants, value	38	4,420					4,458
Common stock issued for services, shares	2,740,000
Common stock issued for services, value	274	359,726					360,000
Common stock issued for cash, shares	7,922,529
Common stock issued for cash, value	792	1,225,223					1,226,015
Common stock issued for acquisition of Active ES, shares	750,000
Common stock issued for acquisition of Active ES, value	75	179,925					180,000
Common stock payable for acquisition of Active ES			210,000				210,000
Imputed interest		298					298
Net loss					(2,115,372)	(2,115,372)	(2,115,372)
Ending balance, value at Dec. 31, 2012	5,580	9,167,625	210,000		(9,141,928)	(5,408,958)	241,276
Ending balance, shares at Dec. 31, 2012	55,794,549
Common stock options and warrants issued for services		37,682					37,682
Common stock issued for services, shares	10,639,362
Common stock issued for services, value	1,064	2,034,369					2,035,433
Common stock issued for cash, shares	45,337,731
Common stock issued for cash, value	4,534	3,107,205					3,111,739
Common stock issued for acquisition of Active ES, shares	875,000
Common stock issued for acquisition of Active ES, value	88	209,912	(210,000)
Common stock issued for cash with warrants, shares	8,356,686
Common stock issued for cash with warrants, value	836	585,606					586,441
Minority interest in subsidiary				20,562			20,562
Shares for TPC, shares	30,000,000
Shares for TPC, value	3,000	4,497,000					4,500,000
Net loss				(199,918)	(4,004,957)		(4,204,875)
Ending balance, value at Dec. 31, 2013	$ 15,101	$ 19,639,399	$ 0	$ (179,356)	$ (13,146,885)	$ (5,408,958)	$ 6,328,259
Ending balance, shares at Dec. 31, 2013	151,003,328

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4. ACQUISITIONS & GOODWILL (Details-Estimated useful lives)	12 Months Ended
	Dec. 31, 2013
Goodwill
Estimated useful lives (years) of the acquired intangibles	0 years	[1]
IP/Technology - Patents
Estimated useful lives (years) of the acquired intangibles	5 years
Non-compete Agreement
Estimated useful lives (years) of the acquired intangibles	10 years
Trademarks and Service Marks
Estimated useful lives (years) of the acquired intangibles	2 years

[1] N/A

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5. INTANGIBLES ASSETS, NET (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Balance at beginning of period	$ 269,980
Additions	0
Amortization	(68,615)
Impairment	0
Balance at end of period	201,366
IP/Technology - Patents
Balance at beginning of period	153,607
Additions	0
Amortization	(33,515)
Impairment	0
Balance at end of period	120,092
Non-compete Agreement
Balance at beginning of period	72,832
Additions	0
Amortization	(7,600)
Impairment	0
Balance at end of period	65,232
Trademarks and Service Marks
Balance at beginning of period	43,542
Additions	0
Amortization	(27,500)
Impairment	0
Balance at end of period	$ 16,042

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1. DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 - DESCRIPTION OF BUSINESS

Premier Holding Corporation (“Premier”) is devoting substantially all of its efforts to establishing energy services companies. Premier was organized under the laws of the State of Nevada on October 18, 1971 under the name of Mr. Nevada, Inc. On November 13, 2008, Premier filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada Secretary of State to change its name from OVM International Holding Corporation to Premier Holding Corporation. These businesses, which were started during 2012, are primarily focused on providing small and large-scale commercial companies with energy solutions to reduce the costs of utilities through consultations as well as product sales to complete those installations via shipment from inventory on hand to the customer site. Premier is organized with a holding company structure such that Premier provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies.

Premier’s wholly owned subsidiary Energy Efficiency Experts (“E3”) is a U.S. energy service company based in the Chicago area of Illinois offering energy efficiency products and services to commercial middle market companies, Fortune 500 brands, developers and management companies of large scale residential developments as well as the general public so long as the product and the solutions fit the market segment.. E³’s business is focused as an integrator of clean technology solutions in the U.S., with strategic expansion plans in Latin America, Asia and Europe. E³’s core business expects to deliver green solutions, branded specifically as E³, which include best-of-class alternative energy technology portfolio, and energy reduction technologies in smart lighting controls, LED lighting, battery storage power plants, energy and power control management systems, and other clean technologies specific to its market.

On February 28, 2013, Premier acquired an 80% interest in The Power Company USA, LLC (“TPC”) for 30,000,000 shares of Premier’s common stock valued at $4,500,000. TPC is based is a deregulated power broker which was originally formed as an Illinois limited liability company on November 29, 2010. TPC brokers power to both residential and commercial users in the 12 states that allow the distribution of deregulated power.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Stockholders' Equity:
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	151,003,328	55,794,549
Common stock, outstanding shares	151,003,328	55,794,549

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4. ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:

IP/Technology – patents	$	167,570
Non-compete agreement		76,000
Trademarks & Service Marks		55,000
Goodwill		138,000
Total purchase price	$	436,570

The purchase price consideration consisted of the following:

Cash	$	31,570
Note Payable		15,000
Common Stock		180,000
Common Stock Payable		210,000
Total purchase price	$	436,570

Schedule of Acquired Intangibles

	Useful Life
IP/Technology - Patents		5
Non-compete Agreement		10
Trademarks & Service Marks		2
Goodwill		N/A

Schedule of goodwill

Balance as of January 1, 2013
Goodwill - Active ES	$	138,000
Accumulated impairment losses		–
		138,000
Goodwill acquired during the year - TPC		4,500,000
Impairment losses		–
Goodwill related to 20% non-controlling interest		(82,250	)
Balance as of December 31, 2013
Goodwill		4,555,750
Accumulated impairment losses		–
	$	4,555,750

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Apr. 11, 2014	Jun. 28, 2013
Document And Entity Information
Entity Registrant Name	PREMIER HOLDING CORP.
Entity Central Index Key	0001030916
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 1,094,817
Entity Common Stock, Shares Outstanding		148,697,016
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013
Amendment description	Amendment is to revise financial statements

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5. INTANGIBLES ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets

	Balance 12/31/2012		Additions		Amortization			Impairment		Balance 12/31/2013
IP/Technology – Patents	$	153,607	$	–	$	(33,515	)	$	–	$	120,092
Non-compete Agreement		72,832		–		(7,600	)		–		65,232
Trademarks & Service Marks		43,542		–		(27,500	)		–		16,042
	$	269,980	$	–	$	(68,615	)	$	–	$	201,366

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Consolidated Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Statement [Abstract]
Revenues	$ 1,804,980	$ 0
Cost of Sales	39,214	0
Gross Profit	1,765,766	0
Operating expenses
Selling, general and administrative	6,955,779	1,357,165
Total operating expenses	6,955,779	1,357,165
Operating loss	(5,190,013)	(1,357,165)
Other expense:
Interest expense	0	(1,295)
Total other expense	0	(1,295)
Loss before income taxes, non-controlling interest, and discontinued operations	(5,190,013)	(1,358,460)
Income taxes	0	0
Loss before, non-controlling interest, and discontinued operations	(5,190,013)	(1,358,460)
Income / (Loss) from discontinued operations	985,138	(756,912)
Income (loss)	(4,204,875)	(2,115,372)
Net loss attributable to non-controlling interest	199,918	0
Net loss attibutable to Premier Holding Corporation	(4,004,957)	(2,115,372)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Loss attributable to continuing operations	(4,990,095)	(1,358,461)
Net Loss per common share - basic and diluted	$ (0.04)	$ (0.03)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Net income (Loss) from discontinued operations	$ 985,138	$ (756,912)
Net income (Loss) per common share from discontinued operations - basic and diluted	$ 0.01	$ (0.02)
Weighted average number of common shares outstanding during the period - basic and diluted	111,847,320	47,892,487

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6. RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

NOTE 6. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2013, Mr. Letcavage (directly or through related entities) was paid $240,000 as compensation for his role as our CEO and CFO, and $37,500 for consulting, for a total of $277,500 and $661,319 for contract labor, including payments to Nexalin Technology specifically for the direct costs related to independent contractors performing sales lead generation (Nexalin Technology is in an unrelated business to the Company, and Mr. Letcavage is its president and shareholder), which were not reported as income. In addition, the Company has also paid $28,787 to iCapital Advisory for consulting services received during the year 2013. Mr. Letcavage is president and shareholder of iCapital Advisory.

Additionally, we have also reviewed the facts and circumstance of our relationship with Nexalin Technology and iCapital Advisory and have assessed whether these two companies are variable interest entities (VIE). Based on the guidance provided in ASC 810-10-50-5(a), these two companies are not considered VIEs. The Company is not the primary beneficiary, whether those two companies have any income (losses) as of December 31, 2013, it would not be absorbed by Premier Holding Corporation.

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5. INTANGIBLES ASSETS, NET

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

5. INTANGIBLES ASSETS, NET

The following table presents details of the Company’s total purchased intangible assets as of December 31, 2013:

For the years ended December 31, 2013 and 2012, the Company’s recorded amortization expense related to the purchased intangibles of $51,461 and $0, respectively.

	Balance 12/31/2012		Additions		Amortization			Impairment		Balance 12/31/2013
IP/Technology – Patents	$	153,607	$	–	$	(33,515	)	$	–	$	120,092
Non-compete Agreement		72,832		–		(7,600	)		–		65,232
Trademarks & Service Marks		43,542		–		(27,500	)		–		16,042
	$	269,980	$	–	$	(68,615	)	$	–	$	201,366

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4. ACQUISITION (Details - Goodwill) (USD $)	12 Months Ended
	Dec. 31, 2013
Business Combinations [Abstract]
Goodwill, beginning balance	$ 138,000
Goodwill acquired	4,500,000
Goodwill related to non-controlling interest	(82,250)
Accumulated impairment losses	0
Goodwill, ending balance	$ 4,555,750

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7. CAPITAL STOCK TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Common Stock Options

	Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
Outstanding at January 1, 2013		150,000	$	0.33		2.25
Granted		50,000		0.25		4.00
Exercised		–		–		–
Canceled/forfeited/expired						–
Outstanding at December 31, 2013		200,000	$	0.25		3.61
Options nonvested and exercisable at December 31, 2013		–		–		–
Options vested and exercisable at December 31, 2013		200,000	$	0.25		3.61

Common Stock Warrants

	Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
Outstanding at January 1, 2013		450,000	$	0.57		2.59
Granted		2,793,694		0.175		1.85
Exercised		–		–		–
Canceled/forfeited/expired		450,000		.057		–
Outstanding at December 31, 2013		2,793,694	$	0.175		1.85
Warrants vested and exercisable at December 31, 2013		2,793,694	$	0.175		1.85

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9. SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

NOTE 9. SUBSEQUENT EVENTS

Subsequent to the period ended December 31, 2013 the Company entered into a series of stock purchase agreements with accredited investors for the sale of 4,035,350 shares of its common stock, the sales closed and cash of $421,776 was received. Additionally, 24,818 shares of common stock were issued for services. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering. 

Subsequent to the period ended December 31, 2013 the Company settled a disagreement with a former employee. In 2013 Brian Manahan alleged a complaint related to shares previously issued in 2012 related to his employment. On March 4, 2014 the parties agreed to a settlement whereby the Company would pay Mr. Manahan $35,000 payable over a period of one year, payment was personally guaranteed by Randall Letcavage. As well, Marvin Winkler agreed to transfer $15,000 in the form of 83,334 common shares of the Company to Mr. Manahan. In return, Mr. Manahan agreed to sell no more than 30,000 shares of the Company’s stock per month through June 30, 2014. Additionally, WePower LLC returned 5,000,000 common shares of the Company previously issued related to the sale of TPC, and in exchange for the promissory note in the face amount of $5,000,000 (and valued at 869,000 on the Company’s financial statements as of December 31, 2013), the Company had returned an additional 2,500,000 common shares.

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7. CAPITAL STOCK TRANSACTIONS

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

NOTE 7 - CAPITAL STOCK TRANSACTIONS

Preferred Stock

On June 3, 2013, the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share.

Common Stock

On February 28, 2013 the company acquired 80% of the outstanding membership units of The Power Company USA, LLC, an Illinois limited liability company (“TPC” or “The Power Company”), for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

On June 3, 2013, the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 450,000,000 shares of common stock with a par value of $0.0001 per share.

From October 1, 2013 to December 31, 2013, the Company issued 10,639,362 shares of common stock to various consultants for services. A compensation expense of $2,035,433 was recorded during the period ended December 31, 2013.

During the year 2013, the Company entered into several of stock purchase agreements with various investors for sale of 45,337,731 shares of its common stock. The sales closed and cash of an aggregated amount $3,111,739 was received.

During the year 2013, the Company entered into difference series of stock purchase agreements for cash and with warrants attached for a total of 8,356,686 shares of the Company’s common stock for the sale of $586,441.

Common Stock Options

On February 20, 2013, the Company granted 75,000 stock options to a Director, Woodrow W. Clark II, to purchase shares at $0.25 per share. The options expire February 20, 2016 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 468%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.17, was $12,749. As the stock options were immediately vested, the stock expensed was $12,749 on that date and for the year ended December 31, 2013.

On February 20, 2013, the Company granted 75,000 stock options to a Director, Lane Harrison to purchase shares at $0.25 per share. The options expire February 20, 2016 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 468%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.17, was $12,749. As the stock options were immediately vested, the stock expensed was $12,749 on that date and for the year ended December 31, 2013.

On April 9, 2013, the Company modified the 75,000 stock options granted to a Director, Lane Harrison on February 20, 2013, to purchase shares at $0.25 per share, the option was modified entitling Mr. Harrison to purchase 100,000 shares at $0.10, on or before April 30, 2015. The stock option provided for cashless exercise term. The total estimated value using the Black-Scholes Model, based on a volatility rate of 470%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.0882, was $10,285. The stock expensed was $10,285 on that date and for the year ended December 31, 2013.

On April 9, 2013, the Company modified the 75,000 stock options granted to a Director, Woodrow Clark on February 20, 2013, to purchase shares at $0.25 per share, the option was modified entitling Mr. Clark to purchase 100,000 shares at $0.10, on or before April 30, 2015. The stock option provided for cashless exercise term. The total estimated value using the Black-Scholes Model, based on a volatility rate of 470%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.0882, was $10,287. The stock expensed was $10,287 on that date and for the year ended December 31, 2013.

A summary of option activity as of December 31, 2013 and changes during the year ended is presented below:

	Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
Outstanding at January 1, 2013		150,000	$	0.33		2.25
Granted		50,000		0.25		4.00
Exercised		–		–		–
Canceled/forfeited/expired						–
Outstanding at December 31, 2013		200,000	$	0.25		3.61
Options nonvested and exercisable at December 31, 2013		–		–		–
Options vested and exercisable at December 31, 2013		200,000	$	0.25		3.61

Common Stock Warrants

During the year 2013, the Company has issued 8,356,686 shares of common stock with warrants attached for an aggregated price of $586,441 and the terms of the subscription were: for each 4 shares purchased, the purchaser received 2 warrants, one warrant with future price of $0.15 and a second warrant with a future price of $0.20, both warrants expire two years from the closing date (1,071,847 at $0.15 and 1,071,847 at $0.20). The total estimated value using the Black-Scholes model.

On December 31, 2013, 650,000 warrants were issued to Rick Weed with an exercise price of $0.225. The Company valued these warrants at $146,250, and $17,110 was recognized as expense in 2013.

A summary of non-employee warrant activity during the year ended as of December 31, 2013 is presented below:

	Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
Outstanding at January 1, 2013		450,000	$	0.57		2.59
Granted		2,793,694		0.175		1.85
Exercised		–		–		–
Canceled/forfeited/expired		450,000		.057		–
Outstanding at December 31, 2013		2,793,694	$	0.175		1.85
Warrants vested and exercisable at December 31, 2013		2,793,694	$	0.175		1.85

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8. DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

NOTE 8 - DISCONTINUED OPERATIONS

The Company acquired assets from WEPOWER, LLC during 2011. WEPOWER, Ecolutions, Inc. was expected to offer clean energy products and services to commercial markets, developers, and management companies of large scale residential developments. In 2012, WEPOWER Ecolutions, Inc was classified as held for sale under the requirements of ASC 360-10-45-9, and therefore, the result of its operations are reported in discontinued operations in accordance with ASC 205-20-45-3. On January 7, 2013, Premier Holding Corporation (“PRHL”), acting through its wholly owned subsidiary, WEPOWER Ecolutions, Inc., completed the sale of assets under an Asset Purchase Agreement with WEPOWER Eco Corp., a newly formed entity, controlled by Kevin B. Donovan, PRHL’s former CEO. PRHL sold certain assets related solar energy, wind power projects, energy efficiency projects in real estate, and fuel efficiency for diesel and gasoline engines for a note payable for $5,000,000, no interest (valuation on the note is $869,000 by using the Enterprise Value with discounted cash flows method) WEPOWER Eco Corp. assumed $116,138 in liabilities, acquired three patents, six trademarks, and twenty-eight contracts. Further, PRHL and WEPOWER Eco Corp. agreed to certain exclusive business opportunities, fifteen exclusive opportunities and nineteen exclusive for nine months. A Mutual General Release between PRHL, WEPOWER Ecolutions, Inc., WEPOWER Eco Corp., and the former directors and officers, Kevin Donovan, Frank Schulte, and Thomas C. Lynch was signed, and executed on January 4, 2013 releasing all parties from all claims, from whatever source.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").

Principles of consolidation

The audited consolidated financial statements include the accounts of Premier Holding Corporation, E3 and the accounts of THE POWER COMPANY USA, LLC as of and for the year ended December 31, 2013. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. The Company had no cash equivalents as of and December 31, 2013 and 2012.

Revenue Recognition

Revenue Recognition

The Company’s wholly owned Energy Efficiency Experts, Inc. and The Power Company USA, LLC. offer renewable energy production and energy efficiency products and services to both commercial middle market companies as well as residential customers. In accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). When consultations are provided to customers, the revenue is recognized at the completion of the service when collectability is reasonably assured. For products sold to customers revenue is recognized when title has passed to the customer and collectability is reasonably assured; and no further efforts are required. Revenue generated from commercial and residential electricity usage is supported by annual (or longer) contracts with users, which the Company earns commissions from power suppliers when executed. The commission revenue is recognized when the contract is signed, and the performance is completed, with an appropriate allowance for estimates cancellation.

Accounts Receivable

All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectible as of December 31, 2013 and no allowance for bad debts was considered necessary.

Non-controlling Interest

Non-controlling interests in our subsidiary is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Earnings Loss Per Share

The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.

Income Tax

Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting. A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward. Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 740-10-30 concerning Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by the FASB ASC Topic 740-10-30 concerning Income Taxes to allow recognition of such an asset.

Stock-Based Compensation

We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Goodwill and Other Intangible Assets

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.  Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

As of December 31, 2013, amortizable intangible assets consist of patents, trade names, trademarks, domain names, website emails, and non-compete agreements, and contracts with suppliers and customers. See Note 4 for further information regarding the acquisition and amortization of these intangible assets. These intangibles are being amortized on a straight line basis over their estimated useful lives, two to ten years.

Fair Value Measurements

On January 1, 2011, Premier adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, Premier also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of Premier. Unobservable inputs are inputs that reflect Premier’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that Premier has the ability to access.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect Premier's own assumptions about the inputs that market participants would use.

Premier’s financial instruments consist of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities. The estimated fair value of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. 

Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets.

Concentration of Credit Risk

The Company maintains its cash in multiple financial institutions. The Company limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality with a financial institution that exceeds federally insured limits. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal.

Gain from discontinued operations

Gain from discontinued operations of $985,138 for the nine months ended September 30, 2013 consists of the sale of both intangible assets in the form of sales opportunities and leads, and the assumption of liabilities from the discontinued operations to WEPOWER ECO Corp (an unrelated company). The gain is based upon the estimated value of the $5,000,000 note received in the transaction. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The preliminary appraised value of the note is $869,000; $116,138 consists of liabilities which were assumed by the acquirer in the transaction.

Recent Accounting Pronouncements

Adopted

In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements and related disclosures.  

In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

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4. ACQUISITIONS & GOODWILL (Details - Allocation of Purchase Price) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Business Combinations [Abstract]
IP/Technology - Patents		$ 167,570
Non-compete Agreement		76,000
Trademarks & Service Marks		55,000
Goodwill		138,000
Total purchase price		436,570
Cash		31,570
Note Payable		15,000
Common Stock		180,000
Common Stock Payable	0	210,000
Total purchase Price		$ 436,570

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6. RELATED PARTY TRANSACTIONS (Details Narrative) (Letcavage, USD $)	12 Months Ended
	Dec. 31, 2013
Letcavage
Compensation	$ 240,000
Consulting	$ 37,500

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities
Net loss attributable to Premier Holding Corporation	$ (4,004,957)	$ (2,115,372)
Adjustments to reconcile net loss to cash used in operations:
Share based payments used for services	2,073,115	475,930
Amortization and depreciation expense	70,374	28,589
Imputed interest expense	0	298
Loss attributable to non-controlling interest of consolidated subsidiary	(199,918)	0
Change in operating assets and liabilities:
Accounts receivable	(310,300)	0
Prepaid expenses	2,334	(15,467)
Other assets	52,500	0
Accounts payable	340,178	32,746
Net cash provided by discontinued operations	(985,138)	756,912
Accrued expenses	0	116,138
Net cash used in operating activities	(2,961,812)	(1,477,138)
Investing activities:
Purchase of vehicle	(21,109)	0
Cash paid for acquisition of Active ES	0	(31,570)
Payments for Investment in the Power Company	0	(52,500)
Net cash used in investing activities	(21,109)	(84,070)
Financing activities:
Advance from related party payable	0	120,098
Proceeds from issuance of common stock	3,698,180	1,230,473
Proceeds/payments - notes payable	22,000	(5,000)
Net cash provided by financing activities	3,720,180	1,345,571
Net increase (decrease) in cash	737,259	(215,637)
Cash at beginning of period	44,311	259,948
Cash at end of period	781,570	44,311
Supplemental Schedule of Non-Cash Investing and Financing Activities
Common stock issued for acquired assets	4,500,000	390,000
Note receivable related to sale of subsidiary	869,000	0
Supplemental Cash Flow Information
Interest paid	0	0
Income taxes paid	$ 0	$ 0

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4. ACQUISITIONS & GOODWILL

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

NOTE 4 - ACQUISITIONS & GOODWILL

Active ES Lighting Controls, Inc. Acquisition

On July 25, 2012, Premier acquired the assets of the Active ES Lighting Controls, Inc. (“AES”) business by completing the transactions contemplated under an asset purchase agreement dated July 25, 2012 (the “Agreement”) with AES.  In accordance with the terms of the Agreement, the purchase price for the acquisition consisted of the following components: (i) 750,000 shares of Premier’s common stock issued at closing; (ii) $30,000 in cash paid at closing; (iii) a payable, due December 31, 2012, of Premier in the principal amount of $15,000; (v) contingent shares payable (payable 12 months after closing of the transaction) of a number of shares of common stock of Premier equal to 875,000 shares based upon the following contingencies:

A. 175,000 shares of common stock if the volume weighted average price (“VWAP”) is below $2.00 for 30 consecutive trading days during the 12 months following the contingent period (begins after stock received in transaction has had restricted legend (section 144) removed and continues for nine months)

B. 175,000 shares of common stock if the VWAP is below $1.00 for 60 consecutive trading days during the contingent period;

C. 175,000 shares of common stock if the VWAP is below $0.80 for 60 consecutive trading days during the contingent period;

D. 175,000 shares of common stock if the VWAP is below $0.60 for 60 consecutive trading days during the contingent period;

E. 175,000 shares of common stock if the VWAP is below $0.40 for 60 consecutive trading days during the contingent period;

As of December 31, 2012, the dollar value of the contingent shares payable is $210,000, which is recorded as a common stock payable on the accompanying balance sheet.  During the year ended December 31, 2013, the Company issued all the 875,000 shares to AES.

The acquisition has been accounted for as a asset purchase and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition.

As of December 31, 2012, the marketing results of operations of AES products are included in the Company’s consolidated financial statements from the date of acquisition. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:

IP/Technology – patents	$	167,570
Non-compete agreement		76,000
Trademarks & Service Marks		55,000
Goodwill		138,000
Total purchase price	$	436,570

The purchase price consideration consisted of the following:

Cash	$	31,570
Note Payable		15,000
Common Stock		180,000
Common Stock Payable		210,000
Total purchase price	$	436,570

Estimated Useful Lives of Acquired Intangibles

The estimated useful lives (years) of the acquired intangibles are as follows

	Useful Life
IP/Technology - Patents		5
Non-compete Agreement		10
Trademarks & Service Marks		2
Goodwill		N/A

The Power Company USA, LLC Share Exchange

On February 28, 2013 Premier acquired 80% of the outstanding membership units of the The Power Company USA, LLC, an Illinois limited liability company (“TPC” or “The Power Company”), a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000. The Power Company had over 14,000 residential and commercial customers. The initial accounting for the business combination is not complete because the evaluations necessary to assess the fair values of certain net assets acquired and the amount of goodwill to be recognized are still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Any changes to the fair value assessments will affect the acquisition-date fair value of goodwill.

The changes in the carrying amount of goodwill for the year ended December 31, 2013, are as follows:

Balance as of January 1, 2013
Goodwill - Active ES	$	138,000
Accumulated impairment losses		–
		138,000
Goodwill acquired during the year - TPC		4,500,000
Impairment losses		–
Goodwill related to 20% non-controlling interest		(82,250	)
Balance as of December 31, 2013
Goodwill		4,555,750
Accumulated impairment losses		–
	$	4,555,750

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7. CAPITAL STOCK TRANSACTIONS (Details-Option activity) (Options, USD $)	12 Months Ended
	Dec. 31, 2013
Options
Number Outstanding
Beginning Balance	150,000
Granted	50,000
Exercised	0
Canceled/forfeited/expired	0
Ending Balance	200,000
Options nonvested and exercisable	0
Options vested and exercisable Ending Balance	200,000
Weighted - Average Exercise Price Per Share
Beginning Balance	$ 0.33
Granted	$ 0.25
Ending Balance	$ 0.25
Options vested and exercisable Ending Balance	$ 0.25
Weighted - Average Remaining Contractual Life (Years)
Beginning balance	2 years 3 months
Granted	4 years
Ending balance	3 years 7 months 9 days
Options vested and exercisable Ending Balance	3 years 7 months 9 days

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2013
Accounting Policies [Abstract]
Gain from discontinued operations	$ 985,138