PREMIER HOLDING CORP. - FORM 10-K

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - PREMIER HOLDING CORP.	Financial_Report.xls
EX-32 - PREMIER HOLDING CORP.	prhl10k0409exhib322.htm
EX-32 - PREMIER HOLDING CORP.	prhl10k0409exhib321.htm
EX-31 - PREMIER HOLDING CORP.	prhl10k0409exhib311.htm
EX-31 - PREMIER HOLDING CORP.	prhl10k0409exhib312.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

(Mark One)

[x]

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

For the fiscal year ended December 31, 2011.


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

For the transition period from to .

Commission file number: 000-53824

PREMIER HOLDING CORP.

(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.)

32 Journey, #250		92656
Aliso Veijo, California		Zip Code)

Registrant’s telephone number, including area code 559-732-8177

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[ ] 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[ ] 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[ ]

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. [x]

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

Large Accelerated Filer [ ]		Accelerated Filer [ ]		Smaller Reporting Company [x]		Non-Accelerated Filer [ ]
						(Do not check of 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 __ No X

The number of shares outstanding of each of the registrant’s classes of common stock, as of March 31, 2012 was 45,567,020 shares.

TABLE OF CONTENTS
		PAGE

Item 1	Business	3

Item 1A	Risk Factors	5

Item 2	Properties	6

Item 3	Legal Proceedings	6

Item 4	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7

Item 5	Selected Financial Data	8

Item 6	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 6A.	Quantitative and Qualitative Disclosures About Market Risk	10

Item 7	Financial Statements and Supplementary Data	10

Item 8	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11

Item 8A(T)	Controls and Procedures	11

Item 10	Directors, Executive Officers and Corporate Governance	12

Item 11	Executive Compensation	13

Item 12	Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14

Item 13	Certain Relationships And Related Transactions, and Director Independence	14

Item 14	Principal Accounting Fees and Services	14

Item 15	Exhibits, Financial Statements, Schedules	1

PART I

Item 1. BUSINESS

Business Development

The Company was incorporated in Nevada on October 18, 1971. The Company’s fiscal year end is December 31. The Company has never been in bankruptcy, receivership or any similar proceeding, but has been the subject of a custodianship proceeding in the Nevada state courts.

The company was organized 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. The Company was thereafter abandoned by management, who stripped the company of its operating subsidiary.

The Company stopped filing reports in November 2002, and, due to its abandonment by its management, lost its Nevada corporate charter in 2006 for failure to file an annual officer’s and director’s list with the Secretary of the State of Nevada. On November 1, 2006, its corporate charter was revoked by the Nevada Secretary of State. Subsequently and concurrently therewith, the resident agent of the Company in Nevada resigned for non-payment of fees.

On May 8, 2007, the Nevada Court entered a default judgment, appointing Jeffrey Volpe as custodian of the Company under NRS 78.347(2). On May 9, 2007, the custodian appointed Jeffrey Volpe as the sole officer and director of the Company, and the Company’s Nevada charter was restored on May 9, 2007. On May 18, 2007, Dr. Jack Gregory was appointed as Chief Executive Officer and Director and Jasmine Gregory was appointed as Secretary/Treasurer and Director, and Jeffrey Volpe resigned as an officer and director. There are no relationships between Dr. Gregory and Mr. Volpe.

On September 11, 2008, the company’s registration under the Securities and Exchange Act of 1934 was revoked pursuant to Section 12 (j) of the Act for failure to file periodic reports as required by Section 12(g) of the Act and trading of the Company’s common stock on the pink sheets was suspended. The Company has re-registered its stock under the Act and after successfully filing a 15C-211 has once again obtained a quotation of our common stock. The Company stock is now quoted on the OTC Bulletin Board with the symbols PRHL.

Businesses

At the time the company’s registration under the Securities Exchange Act was revoked, the company had no business and was seeking an acquisition or merger candidate. Since then, the company developed a plan of operations to exploit an opportunity it had with Ace Casket Company to order caskets for below the normal wholesale cost of $685 per unit. The caskets were marketed to Indian reservations and to low income groups at a discounted retail price of $750 per unit. The caskets were marketed first to individuals through registered representatives, then to funeral homes, and finally through media advertising. The final attempt at marketing involved a direct presentation of our caskets to the Tule River Indian Tribal Council in Porterville, California. The Company sold its inventory of caskets for $10,000, but has not restocked its inventory and will re-evaluate its marketing strategy for the coming year.

At year end, the Company formed a wholly-owned subsidiary, WePower Ecolutions Inc., and acquired assets from WePower, LLC and Green Central Holdings, Inc. WePower, LLC will offer clean energy products and services to commercial markets and developers and management companies of large scale residential developments. The business expects to deliver green solutions, branded specifically by the business as "ecolutions", which include best of class alternative energy technologies, wind turbines, solar-power systems, smart active controls for outdoor and indoor lighting systems, energy and power control management systems, fuel reduction solutions for transportation and other technologies specific to its market. Additional integrated business offerings will include direct energy services as power purchase agreements, energy financing and leasing of solar and wind-powered generation programs in urban and rural real estate environments.

Industry

Since the Company sold its entire inventory of caskets, before re-stocking inventory, management will re-evaluate its marketing strategy for the coming year taking into consideration all aspects of marketing and product availability and relocation of its warehouse/showroom.

Marketing

In April 2011, the Company received its first container of caskets and set up a warehouse with showroom for the five models of caskets in the inventory. Management embarked on an intensive sales campaign with sales representatives and members of management visiting, in person, various funeral home directors. A full color catalogue was produced for the funeral homes. A web-site, PremierHoldingCorporation.com, was established and shows the five models that were available.

Direct sales to individuals was also attempted with advertisements in local magazines and print media.

Management’s original intent was to sell caskets to the local Indian tribe. With the death of a member of an Indian family, the Indian family is given a cash stipend of $5,000 for burial costs. Currently, much of the $5,000 is spent for the casket and with this in mind, the Tule River Indian Council was approached and a presentation was made to the Council, offering them caskets at deep discounts. The Council was offered caskets at $500 each. This offer was taken into consideration, and the Company will be notified of the Council’s decision. After reviewing the entire year results of marketing techniques the Company will re-evaluate its marketing strategy for the coming year.

Employees

We currently employ three management level employees. The Company may require additional employees in the future. The Company believes its relations with its employees is good.

Patents

The Company holds no patents and has no intellectual property.

Government Regulation

No government approval is necessary for any Company activity.

Competition

Since the Company is going to re-evaluate its position selling discounted caskets, Competition will play a major role in the decision in the marketing strategy to be use in the coming year. After selling the original inventory of caskets, the inventory has not been restocked and the Company’s future marketing strategy will determine the style and price range that will be used. The relocation of the warehouse and display room likewise will have to be evaluated.

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.

We will need to raise funds to operate in accordance with our business plan.

The Company has sold its inventory of caskets but has not restocked its inventory. Currently the Company is evaluating its future course and the cash needs of the Company are unknown. The marketing strategy for the coming year will determine the cash needs for casket sales. The Company filed an S-1 Registration and sold 5,000,000 shares at $0.05 to raise capital for Company operations.

Our management has no experience in any particular business, and this may affect our ability to operate successfully.

Our management has no prior experience in selling caskets. This lack of experience may affect our ability to operate successfully.

The Company Common Stock is quoted on the over-the-counter Bulletin Board

We successfully filed a Form 15C-211 through a market maker with FINRA to establish a quotation for our common stock and the stock is quoted on the over-the-counter 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. 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.

The report of our independent accountants on our December 31, 2008 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 and develop a profitable operation. 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 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. The Company has hired an experienced financial consultant to assist in production of all futures financial statements and public filings. The Company plans to further strengthen financial controls by implementing an independent board of directors once the Company has resources to do so.

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.

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. The Company has hired a new financial consultant who possesses additional financial reporting experience to assist the Company in all subsequent filings. If this new system is not effective, it may result in the dissemination of inaccurate information.

Item 2. PROPERTIES

The Company’s properties are limited at the present time to its offices in Visalia, California. The Company considers its existing facilities to be adequate for its current needs.

Item 3. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings and, to the best of our knowledge, no such action by or against the Company has been threatened.

PART II

Item 4. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is listed and quoted on the over-the-counter Bulletin Board. The Company successfully filed a Form 15C-211 with FINRA for a quotation on the over-the-counter bulletin board and is quoted under the symbols PRHL.

Holders

As of December 31, 2011, there were 8,801,404 shares of common stock issued and outstanding held by approximately 354 holders of record.

Dividends

Our board of directors has not declared a cash dividend on our common stock during the last two fiscal years.

Penny Stock Status

The Company’s common stock is a "penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934. This makes it subject to reporting, disclosure and other rules imposed on broker-dealers by the Securities and Exchange Commission requiring brokers and dealers to do the following in connection with transactions in penny stocks:

1. Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.

2. Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis unless exempt from doing so under the rules

3. Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.

4. The broker or dealer who has effected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. The imposition of these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for the company's stock.

Unregistered Sales of Securities

On January 29, 2011, officer and director Jack Gregory was issued 4,071,085 shares of restricted stock, valued at $0.024 per share based on the market price of the Company’s stock and adjusted due to the forward stock split noted in Note 10, for retirement of a debt of the Company owed to Jack Gregory for the amount of $97,706.

On December 30, 2011, 139,885 shares of restricted stock were issued to Jack Gregory, for payment of debt owed to him in the amount of $48,960 in reliance upon the exemption from registration contained within Section 4(2) of the Securities Act of 1933. No gain was recognized on this transaction due to the fact that it was between the Company and a related party.

Item 5. SELECTED FINANCIAL DATA

The registrant is a smaller reporting company, pursuant to Rule 229.10(f)(1), and is not required to report this information. The financial statements of the issuer are attached.

Item 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview and Outlook

For the year ended December, 31, 2011, we had a net loss of $3,122,806 as compared to a net loss of $35,775 for the year ended December 31, 2010. Our accumulated deficit as of December 31, 2011 was $3,293,586. These conditions raise substantial doubt about our ability to continue as a going concern over the next twelve months.

The Company had operations during the year ending December 31, 2011. Currently, the Company is evaluating the results of its efforts selling caskets and has not restocked its inventory and a new marketing strategy will be considered for the coming year. All options going forward will be explored.

At year end, the Company formed a wholly-owned subsidiary, WePower Ecolutions Inc., and acquired assets from WePower, LLC and Green Central Holdings, Inc. WePower, LLC will offer clean energy products and services to commercial markets and developers and management companies of large scale residential developments. The core business expects to deliver green solutions, branded specifically by the business as "ecolutions", which include best of class alternative energy technologies, wind turbines, solar-power systems, smart active controls for outdoor and indoor lighting systems, energy and power control management systems, fuel reduction solutions for transportation and other technologies specific to its market. Additional integrated business offerings will include direct energy services as power purchase agreements, energy financing and leasing of solar and wind-powered generation programs in urban and rural real estate environments.

Revenue

Revenue for the year ended December 31, 2011 included the sale of $10,000 worth of caskets, the entire inventory balance prior to the acquisitions described in Note 9. No revenue was recorded for the year ended December 31, 2010.

Cost of Sales

Cost of sales of $38,629 for the year ended December 31, 2011 included the purchase of $21,605 worth of caskets, the entire inventory balance prior to the acquisitions described in Note 9 and the write-off of inventory acquired from WePower, LLC at a cost basis of $17,024 for which the full amount was impaired at December 31, 2011. No costs of sales were recorded for the year ended December 31, 2010.

General and administrative expenses

General and administrative expenses for the year ended December 31, 2011 were $3,087,833, compared to $29,212 for 2010. The increase in our stock issuance expense of $3,038,105 and $49,728 of general and administrative expenses consisted of professional fees related to the company’s public fillings.

Other income and expenses

Other income and expenses included interest expense of $6,344 for the year ending December 31, 2011.

Gain on investments

Earnings on investments for the year ended December 31, 2011 were $0, compared to $579 for 2010. There were no investments made in 2011.

Loss on sale of investments

Loss on sale of investments for the year ended December 31, 2011 were $0, compared to $7,142 for 2010. The Company was not involved in investment activity for the year ending December 31, 2011.

Net operating loss

The net operating losses for the year ended December 31, 2011 and 2010 were $3,116,462 and $29,212 respectively. Our net operating loss consisted primarily of stock issuance costs and professional fees noted above as well as a net loss of $11,605 from the caskets business and impairment of inventory of $17,024 from the acquisition of WePower, LLC.

Liquidity and Capital Resources

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of alternative revenue sources. As of December 31, 2010, we had a working capital deficit of $86,990 and for the year ending December 31, 2011, our working capital was $259,948. Our poor financial condition raises substantial doubt about our ability to continue as a going concern and we have incurred losses since inception and may incur future losses.

The company has focused since its inception on forming its corporate structure, developing its business plan and raising capital. The company is a development stage company with a plan of operations as set forth below.

The registrant’s plans to exploit an opportunity with Ace Casket Company did not result as originally hoped. After selling its original inventory of caskets, the Company did not restock its inventory and the Company will re-evaluate its marketing strategy for the coming year and changes will be made after a review of the full year results.

At year end, the Company formed a wholly-owned subsidiary, WePower Ecolutions Inc., and acquired assets from WePower, LLC and Green Central Holdings, Inc. WePower, LLC will offer clean energy products and services to commercial markets and developers and management companies of large scale residential developments. The core business expects to deliver green solutions, branded specifically by the business as "ecolutions", which include best of class alternative energy technologies, wind turbines, solar-power systems, smart active controls for outdoor and indoor lighting systems, energy and power control management systems, fuel reduction solutions for transportation and other technologies specific to its market. Additional integrated business offerings will include direct energy services as power purchase agreements, energy financing and leasing of solar and wind-powered generation programs in urban and rural real estate environments.

We expect to hire additional clerical personnel as our operations grow. We do not anticipate any research or development costs. We are still considered to be a development stage company.

During the next twelve months, we plan to satisfy our cash requirements with funds raised by the Company’s S-1 Registration of 5,000,000 shares sold at $0.05 ($250,000), plus we expect to raise additional funds.

We anticipate the need to raise a minimum of $1,080,000 to satisfy our cash requirements for the next twelve months. The estimate of $1,080,000 for the next 12 months of operating includes the expected costs related to the existing casket business and efforts to start a second segment focused on clean energy products, plus costs of accounting, audit fees, legal costs, corporate charter fees, filing costs, and transfer agent fees. The Company will seek these funds in exchange for its securities, that may consist of common stock, preferred stock, warrants, promissory notes, and other debt instruments. There is no assurance that funds will be available on reasonable terms from any source.

Critical Accounting Estimates and Policies

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.

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Income Taxes

In February 1992, the Financial Accounting Standards Board (“FASB”) issued ASC Topic 740, “Accounting for Income Taxes.” ASC Topic 740 required a change from the deferred method of accounting for income taxes of Accounting Principles Board (“APB”) Opinion No. 11 to the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, 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 ASC Topic 740, 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

In February 1997, the FASB issued ASC Topic 260, “Earnings per Share.” ASC Topic 260 simplifies the standards for computing earnings per share (“EPS”) and was effective for financial statements issued for periods ending after December 15, 1997, with earlier application not permitted. Upon adoption, all prior EPS data was restated.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Item 6A. 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 are valued at fair value as determined in good faith by or under the direction of the Board of Directors.

Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the company are attached as Exhibits to Item 15 and are hereby incorporated by reference.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no items required to be reported under this Item.

ITEM 8A – CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officers, respectively, concluded that, as of the end of the period ended December 31, 2011, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. No matter how well conceived and operated, our disclosure controls and procedures can provide only a reasonable level of assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

•	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following four material weaknesses that have caused management to conclude that, as of December 31, 2011, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached audited financial statements our lack of internal controls could lead to a delay in our reporting obligations. We were required to provide written documentation of key internal controls over financial reporting beginning with our fiscal year ending December 31, 2009. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

4. Effective controls over transactions were not maintained. Specifically, controls were not designed and in place to ensure that contingencies were properly reflected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(c) Remediation of Material Weaknesses

To remediate the material weakness in our documentation, evaluation and testing of internal controls we hope to engage a third-party firm to assist us in remedying this material weakness.

(d) Changes in Internal Control over Financial Reporting

There are no changes to report during our fiscal quarter ended December 31, 2011.

PART III

Item 10. Directors and Executive Officers of the Registrant

The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of the Company are as follows:

Name	Age	Position
Jack Gregory	81	CEO
Jasmine Gregory	71	CFO, Secretary

Jack Gregory, M.D. - Dr. Gregory is the current Chief Executive Officer and Director of the company since May 18, 2007. From March 2001 through December 2003, he was president and director of Jasmine’s Garden, Inc., a company that was engaged in the business of the sale of stationery, greeting cards, note cards and gift cards.

He is the former President and Director of Champion Financial Corporation, a company that was engaged in the importation of synthetic products from the former Soviet Union, from 1991 through 1993. Dr. Gregory has been a sole medical practitioner since 1963. He served in the United States Army as Captain of the Army National Guard Medical Corps. from 1960 through 1966. Dr. Gregory graduated from the University of California at Los Angeles with a B.S. in 1953, received an M.S. in Microbiology from the University of Hawaii, 1955, a PhD. in Microbiology from the University of Pennsylvania in 1957, and an M.D. from the University of Southern California, Los Angeles, 1961.

Jasmine Gregory - Mrs. Gregory is the current Chief Financial Officer, Secretary and Director of the company and has been since May 18, 2007. From March 2001 through December 2003, she was Secretary and Director of Jasmine’s Garden, a publicly held company. From 1960 through 1978, while raising her children, she was active in studying art, coordinating fashion shows, and designing evening wear. From 1979 through 1982, Ms. Gregory designed and manufactured a contemporary women’s dress line. From 1983 through 1997, Ms. Gregory competed in states and international photography competitions. Since 1998, she has been using computer graphics to generate true to life images of fruits and plants in her new greeting card collection. She holds an A.A. in fashion design from Los Angeles Trade Tech. College, and studied computer graphics at Porterville College.

-------------------

*Jack Gregory and Jasmine Gregory are husband and wife.

Code of Ethics

The Company has adopted a Code of Ethics and has filed it with the Securities and Exchange Commission.

Item 11. EXECUTIVE COMPENSATION

The following table provides information as to cash compensation of all officers of the Company, for each of the Company’s last two fiscal years.

SUMMARY COMPENSATION TABLE

Name and principal position

Year

Salary

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation Earnings

Nonqualified

Deferred Compensation Earnings

All Other Compensation

Total

Jack Gregory, CEO

2011

2010

Jasmine Gregory, Secretary

2011

2010

$0
$0

The company has not entered into employment contracts with its executive officers. There are no outstanding equity awards or options to officers issued or outstanding

During the fiscal year ended December 31, 2011, the Company issued restricted stock valued at $146,666 to its Chief Executive Officer, Jack Gregory, in discharge of debt owed to Dr. Gregory.

The following table provides information concerning the compensation of the directors of the Company for the past fiscal year:

DIRECTOR COMPENSATION

Name

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Total

Jack Gregory

Jasmine Gregory

There are no outstanding equity awards or options to directors issued or outstanding.

Corporate Governance

The Board of Directors is committed to maintaining strong corporate governance principles and practices. The Board periodically reviews evolving legal, regulatory, and best practice developments to determine those that will best serve the interests of our shareholders.

Meetings and Attendance

Our Board of Directors is required by our bylaws to hold regularly scheduled annual meetings. In addition to the annual meetings, it has the authority to call regularly scheduled meetings and special meetings by resolution. Our Board met 4 times during the past fiscal year.

All incumbent directors attended 100% of the Board meetings during the last fiscal year.

Nominations of Directors

There are no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

Audit Committee

The Company does not have a standing audit committee, pursuant to section 3(a)(58)(A) of the Securities Exchange Act of 1934. The entire two member board of directors serves the function of the audit committee.

Item 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

The following table sets forth information furnished to us with respect to the beneficial ownership of our common stock by (i) each executive officer, director and nominee, and by all directors and executive officers as a group, and (ii) each beneficial owner of more than five percent of our outstanding common stock, in each case as of December 31, 2011. Unless otherwise indicated, each of the persons listed has sole voting and dispositive power with respect to the shares shown as beneficially owned.

The following table presents certain information regarding beneficial ownership of the Company’s Common stock as of December 31, 2011, by (I) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common stock, (ii) each director of Premier Holding Corp., (iii) each Named Executive Officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person in the table has sole voting and investment power as to the shares shown.

Name and Address	Number of Shares	Percentage Owned

Jack Gregory, M.D. Officer/Director - 4705 W. Addisyn Court Visalia, CA 93291	939,885	2.14%
GREEN CENTRAL HOLDINGS INC 18101 VON KARMAN 3RD FL IRVINE, CA 92612 ICAPITAL ADVISORY LLC 18101 VON KARMEN 3RD FLOOR IRVINE, CA 92612 WEPOWER ENERGY CORP 32 JOURNEY #250 ALISO VIEJO, CA 92656 WEPOWER, LLC. 32 JOURNEY #250 ALISO VIEJO, CA 92656	14,053,595 2,254,100 2,254,100 16,497,695	31.93% 5.12% 5.12% 37.49%

The registrant is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the registrant, other than as set forth above.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On or about November 15, 2007, officer and director Jack Gregory was issued 3,491,250 shares of common stock; $43,759 worth in exchange for company expenses paid and $40,030 worth for services rendered, for a total of $83,790 worth of 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. Jack Gregory is not an independent director. A fair valuation of stock granted of $0.024 per share was made by the board of directors, due to the lack of a quoted market value of the stock.

On January 29, 2011 the Company issued to the Company Chief Executive Officer, Jack Gregory, 4,071,085 shares of restricted stock to retire a debt of $97,706 owed by the Company to Jack Gregory. No gain or loss was recognized from this transaction as it was a related party transaction. The fair market value of the stock issued on January 29, 2011 was equal to the amount of debt retired.

The Company’s Chief Executive Officer Jack Gregory has advanced $70,636 to the Company for the payment of general and administrative expenses. This advance was recorded as an interest free loan. This loan was retired, on December 8, 2011, with the payment of $21,676 to Jack Gregory and the issuance of 139,885 shares of restricted stock valued at $48,960 based on the closing market price of the Company’s stock on the date of the transaction. No gain or loss was recognized as the transaction was between related parties.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

In June 2011, the Company retained M&K CPAS, PLLC as our principal accountants to audit the financial statements for the fiscal ended December 31, 2011. We understand the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our Audit Committee has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and audit related services. We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding.

Audit Fees

The aggregate fees billed since inception and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements. Fees for 2011 and 2010 are $12,500 and $9,000 respectively, which is related to the review and audit of Company financial statements.

Tax Fees

No fees were paid to the former accountant for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

All Other Fees

No other fees were paid to the former accountant for any other services.

Item 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a) The following documents are filed as part of this report:

Report of Independent Registered Certified Public Accountant

Balance Sheet

Statement of Operations

Statement of Stockholders’ Equity

Statement of Cash Flows

Notes to Financial Statements

(b)

The following exhibits are filed as part of this report:

EX. NO.	DESCRIPTION	INCORPORATION BY REFERENCE


31.1	Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Executive Officer	Filed herewith
31.2	Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Accounting Officer	Filed herewith
32.1	Section 1350 Certification of Chief Executive Officer	Filed herewith
32.2	Section 1350 Certification of Chief Accounting Officer	Filed herewith

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Premier Holding Corporation

(A Development Stage Company)

We have audited the accompanying balance sheets of Premier Holding Corporation (the “Company”) (A Development Stage Company) as of December 31, 2011 and 2010 , and the related statements of operations, stockholders' equity (deficit) and cash flows for the years then ended. The financial statements for the period May 18, 2007 (re-entry to development stage) through December 31, 2009, were audited by other auditors whose report expressed an unqualified opinion on those statements. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premier Holding Corporation as of December 31, 2011 and 2010, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company does not have significant sources of revenue, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

March 30, 2012

PREMIER HOLDING CORPORATION (a development stage company) AUDITED BALANCE SHEETS

	December 31, 2011	December 31, 2010

ASSETS
CURRENT ASSETS
Cash	$259,948	$10,716
TOTAL CURRENT ASSETS	259,948	10,716



TOTAL ASSETS	$259,948	$10,716

LIABILITY AND SHAREHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Due to related parties	$-	$97,706
TOTAL CURRENT LIABILITIES	-	97,706

SHAREHOLDERS’ EQUITY (DEFICIT)
Common Stock, 100,000,000 shares authorized,
44,007,020 and 4,244,790, respectively, issued and outstanding, par value $.0001;	4,401	425
Additional Paid-in-Capital	7,282,103	3,816,335
Retained earnings – Before development stage	(3,732,970)	(3,732,970)
Deficit accumulated during development stage	(3,293,586)	(170,780)
	259,948	(86,990)

TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY (DEFICIT)	$259,948	$10,716

See accompanying notes to financial statements

PREMIER HOLDING CORPORATION (a development stage company) Audited Statements of Operations For the years ended December 31, 2011 and 2010 and the period from May 18, 2007 to December 31, 2011
	For the year ended December 31		May 18, 2007 (re-entry to development stage) through
	2011	2010	December 31, 2011

Revenues, net	$10,000	$-	$10,000
Cost of Goods Sold	(38,629)	-	(38,629)
Gross Profit	(28,629)	-	(28,629)
Operating expenses
General and administrative	3,087,833	29,212	(3,224,818)
Total operating expenses	3,087,833	29,212	(3,224,818)

Operating loss	(3,116,462)	(29,212)	(3,253,447)

Other income (expense)

Interest Expense	(6,344)	-	(6,344)
Other income (expense)	-	-	980
Gain (loss) on investments	-	579	854
Gain (loss) on sale of investments	-	(7,142)	(35,629)
Total other income (expense)	(6,344)	(6,563)	(40,139)

Net loss	$(3,122,806)	$(35,775)	$(3,293,586)

Earnings per common share	$(0.38)	$(0.01)

Weighted average shares outstanding – basic and diluted	8,293,295	4,813,152

See accompanying notes to financial statements

PREMIER HOLDING CORPORATION (a development stage company) STATEMENTS OF CASH FLOWS For the years ended December 31, 2011 and 2010 and the period from May 18, 2007 through December 31, 2011

	For the years ended December 31, 2011 2010		May 18, 2007 (re-entry to development stage) through December 31, 2011


Cash flows from operating activities
Net income	$(3,122,806)	$(35,775)	$(3,293,586)
Adjustments to reconcile net income
to cash provided from operations:
Stock issuance expense	3,038,105	-	3,038,105
Common stock issued for services	-	-	83,790
Impairment Loss	17,024	-	17,024
Imputed interest expense	6,344	-	6,344
Loss on sale of investments	-	7,142	35,629
Net cash used for operating activities	(61,333)	(28,633)	(112,694)
Cash flows from investing activities:
Purchase of investments	-	(15,706)	(242,172)
Proceeds from sale of investments	-	8,564	206,543
Net cash used for investing activities	-	(7,142)	(35,629)
Cash flows from financing activities:
Common stock issued for cash	250,000	-	250,000
Capital contributed for operations by related parties	11,605	-	11,605
Net Advances from related parties	48,960	27,013	146,666
Cash provided by financing activities	310,565	27,013	408,271
Net cash increase (decrease) for period	249,232	(8,762)	259,948

Cash, beginning of the period	10,716	19,478	-

Cash, end of the period	259,948	10,716	259,948
Supplement Schedule of Non-Cash Investing and Financing Activities
Debt Extinguished from Issuance of Common Stock	146,666	-	-
Common stock issued for acquired assets	17,024	-	-

See accompanying notes to financial statements

PREMIER HOLDING CORPORATION (a development stage company) STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) May 18, 2007 (Inception) to December 31, 2011


	Common Stock Shares Amount		Additional Paid-in Capital	Retained Earnings Prior to Development Stage	Deficit Accumulated During Development Stage	Total

Balance, May 18, 2007	1,510,665	$151	$3,732,819	$(3,732,970)	$-	$-

Stock issued for payment reimbursement and services by CEO	3,491,250	349	83,441	-	-	83,790

Net loss	-	-	-	-	(83,790)	(83,790)

Balance, December 31, 2007	5,001,915	$500	3,816,260	$(3,732,970)	$(83,790)	$-

Net loss	-	-	-	-	(10,985)	(10,985)

Balance, December 31, 2008	5,001,915	$500	$3,816,260	$(3,732,970)	$(94,775)	$(10,985)

Net loss	-	-	-	-	(40,230)	(40,230)

Balance, December 31, 2009	5,001,915	$500	$3,816,260	$(3,732,970)	$(135,005)	$(51,215)

Cancellation of Stock	(757,125)	(76)	76	-	-	-

Net loss	-	-	-	-	(35,775)	(35,775)

Balance, December 31, 2010	4,244,790	$424	$3,816,336	$(3,732,970)	$(170,780)	$(86,990)

Stock issued for payment reimbursement and services by CEO	4,210,970	422	146,244	-	-	146,666

Shares issued for acquisitions	30,551,290	3,055	3,052,074	-	-	3,055,129

Shares issued for cash	5,000,000	500	249,500	-	-	250,000

Imputed Interest	-	-	6,344	-	-	6,344

Contributed Capital	-	-	11,605	-	-	11,605

Net loss	-	-	-	-	(3,122,806)	(3,122,806)

Balance, December 31, 2011	44,007,020	$4,401	$7,282,103	$(3,732,970)	$(3,293,586)	259,948
See accompanying notes to financial statements

PREMIER HOLDING CORPORATION

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010

NOTE 1 – DESCRIPTION OF BUSINESS

Organization and Basis of Presentation

Premier 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 a 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 Businesses

The Company is engaged in the business of selling caskets through a commissioned sales force. The Company launched its casket sales business in February 2011 by ordering its first container of 64 caskets and leased a warehouse in Porterville, California, which serves as the distribution center for Tulare County, California, and as a showroom and sales office. The Company offers five models of 20 gauge steel caskets in five different colors at the retail price of $950, with free shipping in Tulare County. In addition, customers can order caskets in solid bronze, copper, stainless steel, solid hardwood, orthodox and veneers on higher pricing scales. A variety of urns are also available. The Company’s supplier is Ace Casket Company of China. A sales force comprised of commissioned independent contractors serves as the sales department for the Company.

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.

Revenue Recognition

The Company’s businesses are to sell caskets through a commissioned sales force and to offer clean energy products and services to commercial markets and developers and management companies of a large scale residential developments. During 2011, one casket sales transaction was recorded and no clean energy products sales were completed.

The company orders caskets for below the normal wholesale cost and markets them to Indian reservations and to low income groups at a discounted retail price of $750 per unit. During 2011, the Company sold its inventory of caskets below initial cost and has not restocked its inventory and will re-evaluate its marketing strategy for the coming year.

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).

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.

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 reflects 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 December 31, 2011 and 2010.

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.

Stock-Based Compensation

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 810-0 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.

Fair Value Measurements

Our financial instruments as defined by the FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments,” include cash and other current liability. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2011 and 2010.

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.

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. The Company also maintains cash and money market funds in a brokerage account insured by the Securities Investor Protection Corporation (SIPC) which insures cash balances up to $100,000.

NOTE 3 – DEVELOPMENT STAGE COMPANY

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. The Company filed an S-1 Registration to sell 5,000,000 shares at $0.05 and that Registration was completed thus making $250,000 available for Company operations.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the current year, the Company’s Chief Executive Officer, Jack Gregory, had advanced $70,636 to the Company for the payment of general and administrative expenses. The advance was recorded as an interest free loan. We, therefore, imputed interest of $6,344, charging income and increasing additional paid in capital. The debt for the advance was retired with the issuance of 139,885 shares of restricted stock with a fair value of $12,590, valued at $0.09 per share, based on the market price of the Company’s stock, and a cash payment of $21,676 resulting in an increase to additional paid-in-capital of $48,957. No gain was recognized on this transaction due to the fact that it was between the Company and a related party.

In December 2011, the Company’s Chief Executive made a capital contribution of $11,605 for operations.

Since May 18, 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.

On December 29, 2011, the Company issued 16,497,695 shares of common stock to WePower, LLC, a related party, valued at $1,649,770 based on the market price of the Company’s stock, to acquire the assets described in Note 9.

On December 29, 2011, the Company issued 14,053,595 shares of common stock to Green Central Holdings, Inc., a related party, valued at $1,405,359 based on the market price of the Company’s stock, to acquire the assets described in Note 9.

NOTE 5 – COMMON STOCK

The Company’s authorized Common Equity Consists of 100,000,000 shares of common stock $.0001 par value. As of May 30, 2007 the Company had issued and outstanding 1,508,750 common stock shares. 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 Chief Executive Officer the Board of Directors determined that the only feasible way for the Company to reimburse the Chief Executive Officer was to issue restricted common shares.

On or about November 15, 2007, the Company issued 3,491,250 shares of restricted common stock to its Chief Executive Officer to reimburse $43,759 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 $.024 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 reverse its shares on a 1:40 basis. The financial statements have been adjusted for all periods presented to reflect this split.

On November 12, 2010, an 8K was filed disclosing the Company’s Board of Directors adoption of a resolution to cancel 757,125 shares of common stock held by Hoi Wai Investments Limited, and beneficially owned by former officer and director, Ching Lung Po and return to the company. The shares represented approximately 15% of the outstanding common share capital of the Company. Upon cancellation the value of the shares were considered contributed capital.

On January 29, 2011, the Company retired a debt of $97,706 with the issuance of 4,071,085 shares of restricted stock to its Chief Executive Officer, Jack Gregory. The shares were valued at $0.024 per share based on the market price of the Company’s stock, adjusted for the forward stock split described in Note 9. No gain or loss was recognized in this transaction due to the fact that it was between the Company and a related party.

On September 12, 2011, the Company’s S-1 Registration to sell 5,000,000 shares at $0.05 became effective. As of December 31, 2011, 5,000,000 shares were sold and the Company increase its operating capital by $250,000.

On December 8, 2011 the Company retired a debt of $70,636 owed to Jack Gregory by issuance of 139,885 shares of restricted stock of the Company valued at $12,590, based on the market price of the Company’s stock of $0.45, divided by 5 to equal $0.09 due to the forward stock split described in Note 9, and a payment of $21,676, resulting in an increase to additional paid-in-capital of $48,957. No gain or loss was recognized in this transaction due to the fact that it was between the Company and a related party.

NOTE 6 GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company has accumulated shareholder’s deficit during and before development stage of $7,026,556 and total equity of $259,948 through the fiscal year ended December 31, 2011. The Company is continually reviewing its operations and attempting to improve operating results and its balance sheet. The Company's ability to continue as a going concern is dependent on its ability to improve operating results and increase its financing cash flows. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 7 – INCOME TAXES

	At December 31, 2011	At December 31, 2010
Deferred tax assets:
Net operating loss carry forwards	$3,965,083	$3,903,750
Deferred tax assets	$1,387,779	$1,366,313
Less – Valuation allowance	(1,387,779)	(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.

NOTE 8 – INVESTMENTS

As shown in the accompanying consolidated financial statements, the Company had earnings on investments for the year ended December 31, 2010 of $579. The company sold all investments within the same year as purchased when it became obvious that the cost of commissions heavily outweighed any advantage. The original purchase of investment was $15,706, and the loss on sale of investments for the year ended December 31, 2010 was $7,142. The company had no investment activity in 2011.

NOTE 9 – ACQUISITIONS

Acquisition of WePower, LLC

On December 29, 2011, the Company acquired additional assets of WePower, LLC including the inventory, phone list, marketing databases, marketing materials, various trademarks and patent applications related to green energy products and services. This acquisition allows the Company to offer clean energy products and services to commercial markets and developers management companies of large scale residential developments. Under the terms of the asset purchase agreement, the Company issued 16,497,695 shares of common stock to WePower, LLC. valued at $1,649,770 based on the market price of the Company’s stock, adjusted by the forward stock split described in Note 10, to acquire the assets.

The acquisition of WePower, LLC was accounted for as a related party transaction due to the fact that as of December 31, 2011, two days after the transaction date, WePower, LLC was approximately a thirty-seven percent shareholder of the Company. The ownership structure of the Company did not change as a result, nor did the board of director’s composition change as WePower, LLC does not control a seat on the board of directors. In addition, no changes in officers occurred a result of the acquisition.

No pro forma reporting was prepared for this acquisition as the underlying assets acquired do not have any past revenues associated with their operations. As the assets acquired were from a related party, and no value was assigned to the identified assets noted above, other than the inventory which had a cost basis of $17,024, the assets were brought into the Company at their cost of $17,024; with the difference between cost and the total value of stock issued recorded in expense. See below for the purchase price allocation:


Inventory (at cost)	$17,024
Stock issuance expense	$1,632,746
Common stock, based on par value of $0.0001	($1,650)
Additional paid-in-capital, based on December 29, 2011 price of $0.10 per share	($1,648,120)

Immediately after the acquisition was recorded, the inventory balance was tested and found to be impaired; therefore, at December 31, 2011, the inventory balance was stated at fair value of $0.

Acquisition of Green Central Holdings, Inc.

On December 29, 2011, the Company acquired additional assets of Green Central Holdings, Inc. including sales leads, marketing materials, distribution agreements, and joint venture agreements related to green energy products and services. This acquisition allows the Company to offer clean energy products and services to commercial markets and developers management companies of large scale residential developments. Under the terms of the asset purchase agreement, the Company issued 14,053,595 shares of common stock to Green Central Holdings, Inc. valued at $1,405,359 based on the market price of the Company’s stock, adjusted by the forward stock split described in Note 10, to acquire the assets.

The acquisition of Green Central Holdings, Inc. was accounted for as a related party transaction due to the fact that as of December 31, 2011, two days after the transaction date, Green Central Holdings, Inc. was approximately a thirty-two percent shareholder of the Company. The ownership structure of the Company did not change as a result, nor did the board of director’s composition change as Green Central Holdings, Inc. does not control a seat on the board of directors. In addition, no changes in officers occurred a result of the acquisition.

No pro forma reporting was prepared for this acquisition as the underlying assets acquired do not have any past revenues associated with their operations. As the assets acquired were from a related party, and no value was assigned to the identified assets noted above, the assets were brought into the Company at their cost of $0; with the total value of stock issued recorded in expense. See below for the purchase price allocation:


Stock issuance expense	$1,405,359
Common stock, based on par value of $0.0001	($1,405)
Additional paid-in-capital, based on December 29, 2011 price of $0.10 per share	($1,403,954)

NOTE 10 – SUBSEQUENT EVENTS

On February 7, 2012, the Company issued a forward stock split in the amount of 5 shares for every one existing share. Subsequent to this event in February the Company issued 1,560,000 post-split-shares at $0.25 per share for gross proceeds of $390,000.

On February 22, 2012, the Company appointed Kevin B. Donovan to serve as Chief Executive Officer of the Company’s wholly-owned subsidiary, WePower Ecolutions Inc. Concurrently, Mr. Donovan was asked to join the board of directors of the Company.

On February 24, 2012, two of the Company’s directors, Jack Gregory and Jasmine Gregory, submitted their resignations as directors of the Company. As such, Mr. Donovan is the sole director of the Company. Jack Gregory will continue to serve as the Company’s CEO and Jasmine Gregory will continue to serve as the Company’s CFO and Secretary.

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 10, 2012

PREMIER HOLDING CORP.

Registrant

By: /s/ JACK GREGORY

JACK GREGORY

CHIEF EXECUTIVE 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 10, 2012

By: /s/ JACK GREGORY

JACK GREGORY

CHIEF EXECUTIVE OFFICER

Date: April 10, 2012

By: /s/ JASMINE GREGORY

JASMINE GREGORY

CHIEF FINANCIAL OFFICER,

(PRINCIPAL FINANCIAL OFFICER)

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