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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - PREMIER HOLDING CORP.exhibit_32-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A) - PREMIER HOLDING CORP.exhibit_31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A) - PREMIER HOLDING CORP.exhibit_31-1.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - PREMIER HOLDING CORP.exhibit_32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended JUNE 30, 2011

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period From               to ______

PREMIER HOLDING CORP.

(Name of small business issuer specified in its charter)
     
                Nevada               
 
     88-0344135     
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
4705 West Addisyn Court
   
                 Visalia, CA                   
 
        93291       
(Address of principal executive offices)
 
(Zip Code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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   T     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 (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was was required to submit and post such files.)
Yes £      No  *£

Indicate by check mark whether the registrant is a large accelerated file­­r, anon –accelerated filer, or a smaller reporting company.  See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.

Large accelerated filer
 o    
Accelerated filer 
 o
Non-accelerated filer 
 o   (Do not check if a smaller reporting company)  
Smaller reporting company     
 x

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

As of  March 31, 2011 the issuer had  1,663,169 shares of common stock outstanding.

Transitional Small Business Disclosure Format:     Yes  £     No  T

 
1

 

PART I
 
FINANCIAL INFORMATION
  
     
       
   
Item 1.
  
Financial Statements
  
    3  
       
     
  
Consolidated Balance Sheets
  
 
4
  
       
     
  
Consolidated Statements of Operations
  
 
5
  
       
     
  
Consolidated Statement of Shareholders' Deficit
  
 
6
  
       
     
  
Consolidated Statements of Cash Flows
  
 
7
  
       
     
  
Notes to Consolidated Financial Statements
  
 
8 – 15
  
       
   
Item 2.
  
Management’s Discussion and Analysis or Plan of Operation
  
 
16 – 18
  
       
   
Item 3.
  
Quantitative and Qualitative Disclosures About Market Risk
  
 
19
  
       
   
Item 4.
  
Controls and Procedures
  
 
19
  
     
PART II
 
OTHER INFORMATION
  
     
       
   
Item 1.
  
Legal Proceedings
  
 
20
  
       
   
Item 1A.
  
Risk Factors
  
 
20 -- 23
  
                 
     Item 3.   Unregistered Sales of Equity Securities and Use of Proceeds     23  
                 
     Item 4.   Defaults Upon Senior Securities     23  
                 
     Item 5.   Submission of Matters to a Vote of Security Holders     23  
                 
    Item 6.   Other Information     23  
                 
   
Item 7.
  
Exhibits
  
 
23
  
     
SIGNATURES
  
 
  
 
24
  
 


 

 
 
 
 
2

 
 
 
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Report on form 10K, previously filed with the Commission.
 
 

 
 
 


 
3

 


PREMIER HOLDING CORPORATION
 
(a Development Stage Company)
 
BALANCE SHEETS
 
   
ASSETS
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
   
(unaudited)
       
CURRENT ASSETS
           
             
Cash
  $ 10,701     $ 10,716  
Inventory
    21,605       0  
TOTAL CURRENT ASSETS
    32,306       10,716  
                 
                 
TOTAL ASSETS
  $ 32,306     $ 10,716  
                 
LIABILITIES AND SHAREHOLDERS' DEFICIT
         
                 
CURRENT LIABILITIES
               
Due to related parties
  $ 56,465     $ 97,706  
TOTAL CURRENT LIABILITIES
    56,465       97,706  
                 
SHAREHOLDERS' DEFICIT
               
Common Stock, 100,000,000  shares
               
 authorized, 1,663,169 and 1,000,383, respectively,
               
issued and outstanding, par value $.0001
    166       85  
 
               
Additional Paid-in-Capital
    3,914,300       3,816,675  
Deficit accumulated before development stage
    (3,732,970 )     (3,732,970 )
Deficit accumulated during development stage
    (205,655 )     (170,780 )
      (24,159 )     (86,990 )
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
  $ 32,306     $ 10,716  
                 
The accompanying notes are an integral part of these financial statements
 



 
4

 


PREMIER HOLDING CORPORATION
 
(A Development Stage Company)
 
Statements of Operations
 
(Unaudited)
 
   
 
         
May 18, 2007
 
   
 
         
(inception of
 
   
For the three months ended
   
For the six months ended
   
development stage)
 
   
June 30,
   
June 30,
   
through
 
   
2011
   
2010
   
2011
   
2010
   
June 30, 2011
 
                               
Revenues, net
  $ --     $ --                 $  --  
                                     
Operating expenses
                                   
General and administrative
    13,896       11,727       34,875       17,268       171,861  
Total operating expenses
    13,896       11,727       34,875       17,268       171,861  
                                         
Operating loss
    ( 13,896 )     (11,727 )     (34,875 )     (17,268 )     (171,861 )
Other Income
    --       --       --       --       980  
Interest & Dividend Income
    --       --       --       578       854  
Unrealized gain(loss) on investments
    --       (6,404 )     --       (7,203 )     (6,404 )
Gain (loss) on sale of
                                       
  Investments
    --       --       --       --       (29,224 )
Net loss
  $ (13,896 )   $ (18,131 )     (34,875 )     (23,893 )   $ (205,655 )
                                         
Basic and diluted loss per
                                       
common share
  $ (0.01 )   $ (0.02 )     (.02 )     (.02 )        
Weighted average shares
                                       
    outstanding basic and
                                       
diluted
    1,663,169       1,000,383       1,663,169       1,000,383          
   
The accompanying notes are an integral part of these financial statements
 



 
5

 


PREMIER HOLDING CORPORATION
 
(a Development Stage Company)
 
STATEMENT OF SHAREHOLDERS' DEFICIT
 
   
               
Deficit
   
Deficit
       
               
Accumulated
   
Accumulated
       
         
Additional
   
Prior to
   
During
       
   
Common Stock
   
Paid-in
   
Development
   
Development
       
   
Shares
   
Amount
   
Capital
   
Stage
   
 Stage
   
Total
 
                                     
Balance, May 18, 2007
    302,133     $ 30     $ 3,732,940     $ (3,732,970 )   $ --     $ --  
                                                 
August 20, 2007 - Common
                                               
 stock issued to reimburse the
                                               
 Company's Chief Executive
                                               
 Officer for payments made by
                                               
 him, and for services
                                               
 performed. (Note 6)
    698,250       70       83,720       --       --       83,790  
                                                 
Net loss for the year ended
                                               
  December 31, 2007
    --       --       --       --       (83,790 )     (83,790 )
                                                 
Balance, December 31, 2007
    1,000,383       100       3,816,660       (3,732,970 )     (83,790 )     --  
                                                 
Net loss for the year ended
                                               
  December 31, 2008
    --       --       --       --       (10,985 )     (10,985 )
                                                 
Balance, December 31, 2008
    1,000,383       100       3,816,660       (3,732,970 )     (94,775 )     (10,985 )
                                                 
Net loss for the year ended
                                               
  December 31, 2009
    --       --       --       --       (40,230 )     (40,230 )
                                                 
Balance, December 31, 2009
    1,000,383       100       3,816,660       (3,732,970 )     (135,005 )     (51,215 )
Cancellation of Stock
    (151,425 )     (15 )     15       --       --       --  
Net loss for the year ended
                                               
December 31, 2010
    --       --       --       --       (35,775 )     ( 35,775 )
                                                 
Balance, December 31, 2010
    848,952       85       3,816,675       (3,732,970 )     (170,780 )     (86,990 )
Stock Issued for Cancellation of
                                               
Company Debt(unaudited)
    814,217       81       97,625                       97,706  
                                                 
Net loss for the six months
                                               
ended June 30, 2011
                                               
(unaudited)
    --       --       --       --       (34,875 )     (34,875 )
Balance, June 30, 2011
    1,663,169       166       3,914,300       (3,732,970 )     (205,655 )     (24,159 )
(unaudited)
                                               
The accompanying notes are an integral part of these financial statements
 



 
6

 


PREMIER HOLDING CORPORATION
 
(a Development Stage Company)
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
           
May 18, 2007
 
           
(inception of
 
     
For the six months ended
   
development stage)
 
     
June 30,
   
through
 
     
2011
   
2010
   
June 30, 2011
 
Cash flows from operating activities
                   
Net loss
    $  (34,875 )   $  (23,893 )   $ (205,655 )
Adjustments to reconcile net loss
                         
to cash provided by (used in) operations:
                         
Unrealized (gain)/loss on investments
              7,203          
Common stock issued for services
      --       --       83,790  
Loss on sale of investments
      --       --       35,629  
Operating Activities:
                         
Purchases of investments
      --       (15,706 )     (242,172 )
Proceeds from sale of investments
      --       --       206,543  
Inventory
      (21,605 )     --       (21,605 )
                           
Total Adjustments
      (21,605 )     (8,503 )     62,185  
   
Net cash provided by (used for) operating activities
      (56,480 )     (32,396 )     (143,470 )
   
Cash flows from financing activities
 
Advances from related parties
      56,465        15,069       154,171  
                           
Net cash provided by financing activities
      56,465       15,069       154,171  
                           
     
Net cash increase (decrease) for the period
      (15     (17,327 )     10,701  
   
Cash, beginning of the period
       10,716       19,478        --  
                             
Cash, end of the period
    $ 10,701     $ 2,151     $ 10,701  
                             
Cash paid for interest
    $ --     $ --     $ --  
                             
Cash paid for income taxes
    $ 1,600     $ --     $ 1,600  
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Debt Extinguished from Issuance of Common Stock
        97,706                  
   
The accompanying notes are an integral part of these financial statements
 

 
7

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011


NOTE 1 – DESCRIPTION OF BUSINESS

Organization and Basis of Presentation

OVM International Holding Corporation (“the Company”) was organized under the laws of the State of Nevada on October 18, 1971 under the name of Mr. Nevada, Inc., and, following the completion of a limited public offering in April 1972, commenced limited operations which were discontinued in 1990.

Thereafter, the Company engaged in reorganization and on several occasions sought to merge with or acquire certain active private companies or operations, all of which were terminated or resulted in discontinued negotiations. On October 20, 1995, the Company changed its name to Intermark Development Corporation. On November 4, 1996, the Company acquired all of the capital stock of HVM Development Limited ("HDL"), formerly known as OVM Development Limited, a British Virgin Islands corporation, and changed its name to OVM International Holding Corporation.

After filing Form 10-QSB for the nine month period ended September 30, 2002 with the U.S. Securities and Exchange Commission, the Company made no further filings.  On November 1, 2006 the Company’s charter was revoked by the State of Nevada on November 1, 2006.  The Company no longer retained a Resident Agent in the State of Nevada and no longer had an active transfer agent for its shares.  The Company’s shares were listed on the Pink Sheets under the symbol “OVMI”.  The Company’s officers and directors ceased acting on behalf of the Company and abandoned their obligations to the Company and its shareholders.  As a result, the Company was considered dormant since November 1, 2006.  On August 19, 2008 the Securities and Exchange Commission ordered a suspension of trading of shares of OVMI because of delinquent filings.  On August 25, 2008 the Company terminated registration under Section 12(g) of the Securities and Exchange Act of 1934.

On November 13, 2008 the Company 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, to authorize the issuance of 100,000,000 shares of common stock with a par value of $.0001, and to reverse its shares on a 1:40 basis.

Nature of Business

The Company has initiated its business plan to sell low cost caskets.  The first order of caskets consisted of 64 caskets of five different styles and colors.  The initial sales will center in Porterville, California and be conducted by commissioned salespersons contracted by the Company.  The various details of the business plan will be adjusted as needed and depending on the results, other areas in central California will be started using the initial formula established in Porterville.  The Company has leased a 2400 square foot warehouse/showroom in Porterville, California which will serve as the distribution center and showroom initially.  Sales will be conducted by independent contracted sales people.  The Porterville operation will serve as the Company’s test sight to measure efficiency and profitability under the present business plan.  Adjustments will be made, as needed, prior to expansion to neighboring communities.  On March 8, 2011 the Company filed a Super 8K announcing that the Company is no longer a shell company.



 
8

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies for Premier Holding Corporation (formerly OVM International Holding Corporation) (a development stage company) is presented to assist in the understanding of the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
 
Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Development Stage Company

The Company is currently considered a development stage company. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception of the development stage to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized.

Use of Estimates

The preparation of 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 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. As of June 30, 2011 and December 31, 2010, the Company has $10,701 and $10,716 in cash, respectively.  The Company has no cash equivalents at June 30, 2011 or December 31, 2010.

Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or market value.  The inventory is limited to finished products, namely caskets.





 
9

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
Earnings Per Share

The Company has adopted the FASB ASC Topic regarding earnings per share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were no common stock equivalents outstanding on June 30, 2011 and December 31, 2010.

Deferred and Provisional 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 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 concerning Income Taxes to allow recognition of such an asset.

Investments

The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value.  Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations.  Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available.  The cost basis for realized gains and losses is determined on a specific identification basis.  As of June 30, 2011, the Company had no marketable securities.

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock options issued for services and compensation from inception through the period ended as presented.  The total amount of common stock issued for services since inception of development stage was 698,250 through December 31, 2010.  On January 29, 2011 the Company’s Board of Directors adopted a resolution to issue to Jack Gregory, The Company’s president and CEO, eight hundred and fourteen thousand two hundred and seventeen (814, 217) shares of restricted stock of the Company in return for the cancellation of ninety seven thousand seven hundred six dollars ($97,706) of Company debt owed to Jack Gregory.  The price per share of the Company stock was set at $0.12 (twelve cents) and this price was determined from the previous issuance of shares at $0.12 to Jack Gregory.  The Company’s shares (PRHL) which are listed on the Bulletin Board were quoted $0.035 (three and one half cent) bid and no offer and there had been no shares traded since the inception of trading and as of January 28, 2011.  The amount of $97,706 was removed from the liabilities of the Company and appropriate adjustments made to the Company financial statements.  Since the Company had no cash or assets to pay this debt, it was decided to pay the debt with restricted stock of the Company.
 
 
 

 
 
10

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
Our employee stock-based compensation awards are accounted for under the fair value method of accounting, as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded.

We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options.

Recent Accounting Pronouncements

The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:
 
In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its results of operations or financial position.

In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its results of operations or financial position.

In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 1, 2010. The Company does not expect the adoption of ASU 2010-2 to have a material impact on the Company's results of operations or financial position.






 
11

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
Fair Value Measurements

Our financial instruments as defined by the FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments,” include cash, investments and other current liabilities.  All instruments except investments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2011 and December 31, 2010.  Investments are adjusted to fair market value at each reporting period.  
 
Effective January 1, 2008, the Company adopted FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments. The provisions of FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments are applicable to all of the Company’s assets and liabilities that are measured and recorded at fair value. FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments establishes a new framework for measuring fair value and expands related disclosures.  FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants.  FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined are described below.

Level 1:  Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:   Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3:   Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.

As required by FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

 
12

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
The following table presents assets and liabilities that are measured and recognized at fair value as of JUNE 30, 2011 on a non-recurring basis:

                     
Total
 
                     
Gains
 
Description
 
Level 1
   
Level 2
   
Level 3
   
(Losses)
 
                         
Investments in trading securities
  $ -     $ -     $ -     $ -  
 
                               
                                 


The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2010 on a non-recurring basis:

                     
Total
 
                     
Gains
 
Description
 
Level 1
   
Level 2
   
Level 3
   
(Losses)
 
                         
Investments in trading securities
  $ -     $ -     $ -     $ -  
 
                               
                                 

Concentration of Credit Risk

The Company maintains its cash and cash equivalents in multiple financial institutions.  Balances in banks are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts.

 
NOTE 3 – Inventory

Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following at JUNE 30:
 
    2011     2010  
 Resale Items         $ 21,605     $ --  
 
 
NOTE 4 – GOING CONCERN

The Company has just begun principal operations and as is common with a development stage company, the company has had recurring losses during its development stage.  The company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $3,732,970 and $205,655 before and after entering development stage, respectively, and a working capital deficit of $34,875 as of June 30, 2011. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.  On January 29, 2011, the Company’s Board of Directors resolved to issue to Jack Gregory, President and CEO, 814,217 shares of the Company’s restricted stock in return for cancellation of $97,706 Company debt owed to Jack Gregory.  The shares were valued at $0.12 (twelve cents) and this value was determined from the previous issuance of shares to Jack Gregory.  The shares of the Company are listed on the OTC Bulletin Board under the symbols PRHL.  Financing of the restoration of the Company and all ongoing operations had been through non-interest bearing loans from the President, Jack Gregory, however there can be no assurance that financing will continue in the same fashion.

 

 
13

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 4 – GOING CONCERN - continued
 
The current period financial statement reflects a decrease of $97,706 in the Company liabilities resulting from the issuance of 814,217 shares of restricted stock to the Company President, Jack Gregory.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 5 – RELATED PARTY TRANSACTIONS

On or about November 15, 2007, officer and director Jack Gregory was issued 698,250 shares of common stock; $43,760 in exchange for company expenses paid and $40,030 for services rendered, for a total of $83,790 in stock, pursuant to Section 4(2) of the Securities Act of 1933.  The expenses advanced were to pay for transfer agent fees, legal fees, independent accountant fees and the defaulted corporate charter.

The Company’s Chief Executive Officer Jack Gregory had advanced $97,706 as of December 31, 2010 to the Company to open a bank account, and for the payment of general and administrative expenses.  This advance was recorded as an interest free loan with no set maturity date.  This loan was cancelled with the issuance of 814,217 shares of the Company’s restricted stock on January 29, 2011 and a Form 8K was filed with the Commission describing the event.  This transaction resulted in no gain or loss to the Company.  The method by which the shares were valued at the time of issuance is fully explained in the Section, Stock-Based Compensation.

The total accounts payable balance of $56,465, due to related parties, consists of all expenses paid for by the Company’s Chief Executive Officer Jack Gregory on behalf of the Company.

Since January 1, 2007 all activities of the company have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.


NOTE 6 – INVESTMENTS

None



 
14

 
PREMIER HOLDING CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2011

NOTE 7 – COMMON STOCK

The Company’s authorized Common Equity Consists of 100,000,000 shares of common stock $.0001 par value.

On August 20, 2007  during a special meeting of the Company’s Board of Directors the Chief Executive Officer and sole director of the Company presented invoices that he had paid to business consultants and professionals for services required to resurrect, revive and reorganize the Corporation, to bring it back to its current active status, to initiate and complete the Court Supervised Custodianship Process, to complete a fifty state search of litigation, claims and judgments, to reconstitute the books and records of the Corporation, to initiate and complete several years of missing financial statements, to reinstate the Corporation as an active Corporation under Nevada law, to create a new Board of Directors  with a majority of independent directors, to reconstitute and reestablish corporate books and records, and to complete other required tasks.  Since the Company had no cash or other assets at that date with which to reimburse the business consultants and professionals the Board of Directors determined that the only feasible way for the Company to reimburse the business consultants and professionals was to issue restricted common shares.

The Company issued 698,250 shares of restricted common stock to Jack Gregory, its Chief Executive Officer, to reimburse $43,760 of cash payments for the expenses incurred and $40,030 for services performed by the Chief Executive Officer, calculated at 267 hours at a rate of $150, for a total of $83,790.   Since the Company was insolvent and had no assets, and no market, the Board of Directors determined that the stock should be issued at a value of $.12 per share.

On November 13, 2008 the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State to execute a reverse stock split on a 1:40 basis.  The financial statements have been adjusted for all periods presented to reflect this split.

On January 29, 2011, the Company issued 814,217 shares of restricted common stock to its Chief Executive Officer, Jack Gregory, to repay a loan of $97,706.  All appropriate adjustments appear in the current financial statement reflecting this reduction in Company debt.  Valuation of the issued shares is fully described in the Section Stock-Based Compensation.
 
 
NOTE 8 – INCOME TAXES
 
    June 30, 2011     December 31, 2010  
 Deferred tax assets            
 Net operating loss carry forwards   $ 3,938,625     $ 3,903,750  
                 
 Gross deferred tax assets    $ 1,378,519     $ 1,366,313  
 Less – Valuation allowance    $ (1,378,519 )   $ (1,366,313 )
                 
 Net deferred tax assets   $ --     $ --  
 
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income.  As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.  The Company has evaluated its tax positions in accordance with the accounting standard requiring disclosure of uncertain tax positions.  The Company has no uncertain tax positions to disclose.

 
NOTE 9 – SUBSEQUENT EVENTS

None

 
15

 

Item 2:  Management’s Discussion and Analysis or Plan of Operation

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Report on Form 10K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission.

Results of Operations

The quarter ended June 30, 2011, resulted in a net loss of ($13,896) as compared to the net loss during the quarter ended June 30, 2010, of ($18,131). The Company had decreased its losses from the prior fiscal year, same three-month period by $4,235 or approximately 23 percent. The decreased loss resulted from the lower costs related to the startup of the sale of caskets. The Basic and Diluted Loss per Share for the quarter ended June 30, 2011, is (.01 ), which is a decrease as compared to the (.02 ) loss per share for the three-month period ended June 30, 2010.  The quarters ended June 30, 2011 and 2010 resulted in no revenue.

Liquidity

As of June 30, 2011, we had $10,701 in cash, with total current assets of $ 32,306 and total current liabilities of  $56,465 . The Company has a working capital deficit of $ (24,159) and $ (86,990) as of June 30, 2011 and December 31, 2010.  The working capital deficit decreased 72 % during this time period.  We have an accumulated deficit of $ 3,938,625 and stockholders’ deficit of $24,159 as of June 30, 2011.

Plan of Operations

The issuer has initiated its business plan to sell caskets.  It will initially market the caskets to Indian reservations and to low income groups at a discounted retail price of $950 per unit.  The Company has leased a warehouse/showroom in Porterville, California which will serve as the distribution center for the operation.  Initial financing will be debt and equity financing by the issuer’s principals.  There are no firm commitments or concrete terms for future financing commitments from principals.  To date, such contributions have been made in exchange for equity or as no interest loans.  The terms of such financing will be agreed upon by the company and Dr. Gregory at the time of the financing and will have the full approval of the board of directors before being accepted by the company.

We expect to hire additional clerical personnel as our operations grow, and commissioned salespersons on an independent contractor basis.  We do not anticipate any research or development costs.  We do not anticipate the acquisition of any material plant or equipment in the next 12 months, except for any storage facilities needed for the next 12 months, which will be rented storage space.  The storage space that the Company intends to use is in Porterville, California.  We are still considered to be a development stage company, with no revenue, however since the Company has received its first order of 64 caskets, the Company expects to derive revenue in its second quarter of the current year.
 
 

 
 
16

 

Item 2:  Management’s Discussion and Analysis or Plan of Operation - continued
 
During the next twelve months, we plan to satisfy our cash requirements by funding from our principals, on which we have survived since our inception.  However, we may be unsuccessful in raising additional equity financing, and, thus, not be able to satisfy our cash requirements.

We will need a minimum of $250,000 to satisfy our cash requirements for the next twelve months.  The estimate of $250,000 for the next 12 months of operating includes the costs of accounting, audit fees, legal costs, corporate charter fees, filing costs, transfer agent fees and several containers of caskets. We will not be able to operate if we do not obtain equity financing, subsequent private offerings, or contributions from our principals.  Management believes that, if subsequent private placements are successful, we will be able to generate revenue from sales within the next four months.  In the event that the Company is able to secure financing, the costs of expansion and costs of operations will be significantly higher and the financing available, at the time, will determine the rate of expansion and growth.  There is no certainty that financing will be available.

Critical Accounting Estimates and Policies

The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this filing. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see note 2 to the financial statements for the period ended March 31, 2011, included in this Form 10Q.

Cash Equivalents

Cash equivalents include all highly liquid debt instruments with original maturities of six months or less which are not securing any corporate obligations.
 
 
 
17

 

Item 2:  Management’s Discussion and Analysis or Plan of Operation - continued
 
Stock Based Compensation

Shares of the Company’s common stock may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon what the price of the common stock is on the date of each respective transaction.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Advertising Costs

Advertising costs are expensed as incurred. There were no advertising expenses for the period ended JUNE 30, 2011 however the Company expects to incur advertising cost starting in its third quarter.

Income Taxes

In February 1992, the Financial Accounting Standards Board (“FASB”) issued and accounting standard that required a change from the deferred method of accounting for income taxes to the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this standard the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

The Company has adopted the FASB ASC Topic regarding earnings per share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were no common stock equivalents outstanding on June 30, 2011 and December 31, 2010.

Segment Reporting

Based on the Company's integration and management strategies, the Company operates in a single business segment. For the period ended JUNE 30, 2011, the Company had no revenue.
 
 
 

 
 
18

 


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets will be valued at fair value as determined in good faith by or under the direction of the Board of Directors, which will be based on our cost of goods reports.  Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s assets, general market conditions and supply and demand.

 
Item 4: Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of JUNE 30, 2011. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of JUNE 30, 2011, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company has identified the following weaknesses in internal control:

• 
The Company does not have an independent board of directors or audit committee or adequate segregation of duties;

All of our financial reporting is carried out by our financial consultant.

• 
We do not have an independent body to oversee our internal controls over financial reporting and lack segregation of duties due to the limited nature and resources of the Company.
 
 
 

 
 
19

 

Item 4: Controls and Procedures - continued
 
In light of these material weaknesses, we performed additional analysis and procedures in order to conclude that our financial statements included in this Quarterly Report were fairly stated in accordance with accounting principles generally accepted in the United States.  Accordingly, we believe that despite our material weaknesses, our financial statements included in this report are fairly stated, in all material respects, in accordance with United States generally accepted accounting principles.

We plan to rectify these weaknesses by implementing an independent board of directors and hiring additional accounting personnel once we have additional resources to do so.  We have hired a new financial consultant who possesses additional financial reporting experience to assist the Company with its filings.

 
PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, employment and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would have a material adverse effect on the business or financial condition of the Company.  Additionally, from time to time, we may pursue litigation against third parties to enforce or protect our rights under our contracts, trademarks, trade secrets and our intellectual property rights generally.  At the present time, the Company is not the subject of any lawsuits or claims.

 
Item 1A Risk Factors

We are subject to various risks which may materially harm our business, financial condition and results of operations. Any investor should carefully consider the risks and uncertainties described below and the other information in this filing. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the price of our common stock could decline and investors could lose all or part of their investment.

We are a relatively young company with no operating history

Since we are a young company, it is difficult to evaluate our business and prospects. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.

We expect to incur net losses in future quarters.

If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.


 
20

 

Item 1A Risk Factors - continued
 
We will need to raise funds to operate in accordance with our business plan.

We may not be able to obtain the funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our cash needs. If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget.

If we do not operate within our budget, we will require funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our sales and marketing program.

If we need additional funds, we may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders.

Our management has no experience in the casket business, which may affect our ability to operate successfully.

Our management has no prior experience in the casket business.  This lack of experience may affect our ability to operate successfully and compete with our competitors.

There is currently a market for our common stock

The Company filed a Form 15C-211 and registered its shares through FINRA.  The Company was sponsored by a brokerage firm and the shares of the Company are listed in the OTC Bulletin Board under the symbols PRHL.  .

Our directors and executive officers beneficially own a substantial amount of our common stock.

Accordingly, these persons will be able to exert significant influence over the direction of our affairs and business, including any determination with respect to our acquisition or disposition of assets, future issuances of common stock or other securities, and the election or removal of directors. Such a concentration of ownership may also have the effect of delaying, deferring, or preventing a change in control of the Company or cause the market price of our stock to decline. Notwithstanding the exercise of their fiduciary duties by the directors and executive officers and any duties that such other stockholder may have to us or our other stockholders in general, these persons may have interests different than yours.

We do not expect to pay dividends for the foreseeable future.

For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.
 
 

 
 
21

 
 
Item 1A Risk Factors - continued
 
We expect to be subject to SEC regulations and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for public companies.

We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

There is Substantial Doubt About Our Ability to Continue as a Going Concern, which Means that We May Not Be Able to Continue Operations Unless We Obtain Funding

The report of our independent accountants on our December 31, 2009 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly
 
Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

Our Board of Directors Has the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ From Other Stockholders

Our board of directors has significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these executive officers and directors may differ from the interests of the other stockholders.

The Company has not had adequate financial controls in place in the past, which has resulted in errors in its financial statements.  If this happens again, investors may not be in possession of up to date and accurate financial information.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is required to carry out evaluations, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures every quarter.
 

 
 
22

 

Item 1A Risk Factors - continued
 
In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management is required to apply its reasonable judgment. Furthermore, management is required to consider certain matters deemed by the Company’s independent auditors to constitute a material weakness in the Company’s internal control over financial reporting.  The Company’s management has concluded that, in the presentation of its financial statements in prior versions of this Form 10, due to material weaknesses in internal control over financial reporting, an antiquated description of the Company’s business was included in the notes to financial statements.  As a result of this observation, the Company has instituted a new system of controls and procedures which management believes is effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  If this new system is not effective, it may result in the dissemination of inaccurate information.

 
Item 3. Unregistered Sales of Equity Securities and Use of Proceeds

The following securities were issued by PREMIER HOLDING CORPORATION. within the past three years and were not registered under the Securities Act:

On or about November 15, 2007, officer and director Jack Gregory was issued 698,250 shares of common stock; $43,760 in exchange for expenses advanced and $40,030 for services rendered as the Chief Executive Officer of the company, pursuant to Section 4(2) of the Securities Act of 1933.  The expenses advanced were to pay for transfer agent fees, legal fees, independent accountant fees and the defaulted corporate charter.  Jack Gregory is not an independent director.

On January 29, 2011 the Company’s Board of Directors issued to Jack Gregory, President and CEO, 814,217 shares of the Company’s restricted stock to cancel the debt of $97,706 that the Company owed Jack Gregory.  The appropriate adjustments were made in the financial statements presented this quarter’s Form 10Q.

Item 4. Defaults Upon Senior Securities
 
None.
 
Item 5. Submission of Matters to a Vote of Security Holders
 
None.
 
 
Item 6. Other Information
 
None.
 
 
Item 7. Exhibits and Reports on Form 8-K
 
Exhibit No. 
                                                 Description                                              
   
   
   



 
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SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
PREMIER HOLDING CORPORATION
 
       
Date: August 5, 2011
By:
/s/ JACK GREGORY  
    JACK GREGORY  
    Chief Executive Officer and Director  
       
Date: August 5, 2011
 By:  /s/ JASMINE GREGORY  
     JASMINE GREGORY  
     Chief Financial Officer, Secretary and Director  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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