Premier Holding (PRHL) 10-Q 18 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 18, 2013
Document And Entity Information	'	'
Entity Registrant Name	'PREMIER HOLDING CORP.	'
Entity Central Index Key	'0001030916	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-13	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	137,783,063
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash	$350,218	$44,311
Accounts Receivable	593,461	0
Prepaid expenses	8,004	15,467
Total current assets	951,683	59,778
Notes Receivable	869,000	0
Vehicles, net	19,271	0
Intangible assets, net	218,519	269,980
Goodwill	4,478,497	138,000
Other assets	12,500	52,500
Total Assets	6,549,471	520,258
Current liabilities:	'	'
Accounts payable and accrued liabilities	298,557	42,746
Accrued commissions	231,357	0
Related party payable	102,459	120,098
Liabilities of discontinued operations	0	116,138
Total current liabilities	632,373	278,982
Stockholders' Equity:	'	'
Common Stock, 100,000,000 shares authorized, par value $.0001, 133,271,858 and 55,794,549, respectively, issued and outstanding as of September 30, 2013, and December 31, 2012 respectively	13,335	5,580
Common Stock Payable	0	210,000
Additional Paid-in-Capital	17,551,066	9,167,625
Accumulated deficit	-11,564,169	-9,141,928
Total Premier Holding Corporation's Equity	6,000,233	241,276
Non-controlling interest	-83,135	0
Total Stockholders' Equity	5,917,098	241,276
Total Liabilities and Shareholders' Equity	$6,549,471	$520,258

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Stockholders' Equity:	'	'
Common stock, par value	$0.00	$0.00
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	133,271,858	55,794,549
Common stock, outstanding shares	133,271,858	55,794,549

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]	'	'	'	'
Revenues	$651,740	$0	$1,437,746	$81,019
Cost of Sales	32,295	-4,373	33,786	44,789
Gross Profit	619,445	4,373	1,403,960	36,230
Operating expenses	'	'	'	'
Selling, general and administrative	3,291,797	476,402	4,934,351	2,150,443
Total operating expenses	3,291,797	476,402	4,934,351	2,150,443
Operating loss	-2,672,352	-480,775	-3,530,391	-2,114,213
Other expense:	'	'	'	'
Interest expense	0	-654	0	-2,008
Total other expense	0	-654	0	-2,008
Loss before income taxes, non-controlling interest, and discontinued operations	-2,672,352	-481,429	-3,530,391	-2,116,221
Income taxes	0	0	0	0
Loss before, non-controlling interest, and discontinued operations	-2,672,352	-481,429	-3,530,391	-2,116,221
Net loss attributable to non-controlling interest	169,253	0	123,011	0
Income from discontinued operations	0	0	985,138	0
Net loss attributable to Premier Holding Corporation	-2,503,097	-481,429	-2,422,241	-2,116,221
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted	'	'	'	'
Net loss from continuing operations	-2,503,097	-481,429	-3,407,379	-2,116,221
Net income (loss) per common share from continuing operations - basic and diluted	($0.02)	($0.01)	($0.04)	($0.05)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted	'	'	'	'
Income from discontinued operations	$0	$0	$985,138	$0
Income per common share from discontinued operations - basic and diluted	$0	$0	$0.01	$0
Weighted average number of common shares outstanding during the period - basic and diluted	122,502,376	48,878,175	103,449,884	46,481,441

Unaudited_Consolidated_Stateme

Unaudited Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities	'	'
Net loss attributable to Premier Holding Corporation	($2,422,241)	($2,116,221)
Gain on disposal of subsidiary, net	-985,138	0
Net loss attributable to continuing operations	-3,407,379	-2,116,221
Adjustments to reconcile net loss to cash used in operations:	'	'
Share based payments used for services	1,168,548	701,515
Amortization and depreciation expense	52,126	12,537
Imputed interest expense	0	298
Loss attributable to non-controlling interest of consolidated subsidiary	-123,011	0
Change in operating assets and liabilities:	'	'
Inventory	0	-16,837
Accounts receivable	-290,691	0
Prepaid expenses	7,463	-62,012
Other assets	40,000	0
Accounts payable	453,665	121,384
Accrued expenses	0	23,260
Net cash used in operating activities	-2,099,278	-1,336,076
Investing activities:	'	'
Purchase of vehicle	-19,935	0
Cash paid for acquisition of Active ES	0	-30,000
Net cash used in investing activities	-19,935	-30,000
Financing activities:	'	'
Advance from related party payable	0	85,117
Proceeds from issuance of common stock	2,435,120	1,025,275
Payments to note payable	-10,000	-1,570
Net cash provided by financing activities	2,425,120	1,108,822
Net increase (decrease) in cash	305,907	-257,254
Cash at beginning of period	44,311	259,948
Cash at end of period	350,218	2,694
Common stock issued for acquired assets	4,500,000	0
Supplemental Cash Flow Information	'	'
Interest paid	0	0
Income taxes paid	$0	$0

1_DESCRIPTION_OF_BUSINESS

1. DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NOTE 1 - DESCRIPTION OF BUSINESS	'
	Premier Holding Corporation (“Premier”) is devoting substantially all of its efforts to establishing energy services companies. Premier was organized under the laws of the State of Nevada on October 18, 1971 under the name of Mr. Nevada, Inc. On November 13, 2008, Premier filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada Secretary of State to change its name from OVM International Holding Corporation to Premier Holding Corporation. These businesses, which were started during 2012, are primarily focused on providing small and large-scale commercial companies with energy solutions to reduce the costs of utilities through consultations as well as product sales to complete those installations via shipment from inventory on hand to the customer site. Premier is organized with a holding company structure such that Premier provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies.
	Premier’s wholly owned subsidiary Energy Efficiency Experts (“E3”) is a U.S. energy service company based in the Orange County area of California offering energy efficiency products and services to commercial middle market companies, Fortune 500 brands, developers and management companies of large scale residential developments as well as the general public so long as the product and the solutions fit the market segment.. E3’s business is focused as an integrator of clean technology solutions in the U.S., with strategic expansion plans in Latin America, Asia and Europe. E3’s core business expects to deliver green solutions, branded specifically as E3, which include best-of-class alternative energy technology portfolio, and energy reduction technologies in smart lighting controls, LED lighting, battery storage power plants, energy and power control management systems, and other clean technologies specific to its market..
	On February 28, 2013, Premier acquired an 80% interest in The Power Company USA, LLC (“TPC”) for 30,000,000 shares of Premier’s common stock valued at $4,500,000. TPC is based is a deregulated power broker which was originally formed as an Illinois limited liability company on November 29, 2010. TPC brokers power to both residential and commercial users in the 12 states that allow the distribution of deregulated power.
	Interim Condensed Consolidated Financial Statements
	These unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2013 reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
	These interim condensed consolidated financial statements should be read in conjunction with the Company’s condensed consolidated financial statements and notes thereto for the years ended December 31, 2012 and 2011 included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on April 22, 2013. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The consolidated results of operations for the nine month period ended September 30, 2013 are not necessarily indicative of results for the entire year ending December 31, 2013.

2_SUMMARY_OF_SIGNIFICANT_ACCOU

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	Basis of Presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").
	Principles of Consolidation
	The unaudited condensed consolidated financial statements include the accounts of E3. and the accounts of THE POWER COMPANY USA, LLC as of and for the nine months ended September 30, 2013. All significant intercompany transactions have been eliminated in consolidation.
	Use of Estimates
	The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	Cash and Cash Equivalents
	Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. The Company had no cash equivalents as of September 30, 2013 and December 31, 2012.
	Revenue Recognition
	The Company’s wholly owned Energy Efficiency Experts, Inc. and The Power Company USA, LLC. offer renewable energy production and energy efficiency products and services to both commercial middle market companies as well as residential customers. In accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). When consultations are provided to customers, the revenue is recognized at the completion of the service when collectability is reasonably assured. For products sold to customers revenue is recognized when title has passed to the customer and collectability is reasonably assured; and no further efforts are required. When contracts provide services over long periods of time, the revenue is deferred and recognized over the service term of the contract.
	Accounts Receivable
	All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectible as of September 30, 2013 and no allowance for bad debts was considered necessary.
	Non-controlling Interest
	Non-controlling interests in our subsidiary is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
	Earnings/Loss Per Share
	The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.
	Income Tax
	Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting. A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward. Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 740-10-30 concerning Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by the FASB ASC Topic 740-10-30 concerning Income Taxes to allow recognition of such an asset.
	Stock-Based Compensation
	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 either (i) a recent sale by Premier for cash to an unrelated third party or (ii) the price of the Company’s common stock is on the date of each respective transaction.
	Goodwill and Other Intangible Assets
	The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.  Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.
	As of September 30, 2013, amortizable intangible assets consist of patents, trade names, trademarks, domain names, website emails, and non-compete agreements, and contracts with suppliers and customers.   See Note 4 for further information regarding the acquisition and amortization of these intangible assets. These intangibles are being amortized on a straight line basis over their estimated useful lives, two to ten years.  For the nine months ended September 30, 2013 and 2012, the Company recorded amortization of our intangible assets of $51,461 and $0, respectively.
	Fair Value Measurements
	On January 1, 2011, Premier adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, Premier also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of Premier. Unobservable inputs are inputs that reflect Premier’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
	Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that Premier has the ability to access.
	Level 2 -Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.
	Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect Premier's own assumptions about the inputs that market participants would use.
	Premier’s financial instruments consist of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities. The estimated fair value of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.
	Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets.
	Concentration of Credit Risk
	The Company maintains its cash in multiple financial institutions. The Company limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality with a financial institution that exceeds federally insured limits. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal.
	Gain From Discontinued Operations
	Gain from discontinued operations of $985,138 for the nine months ended September 30, 2013 consists of the sale of both intangible assets in the form of sales opportunities and leads, and the assumption of liabilities from the discontinued operations to WEPOWER ECO Corp (an unrelated company). The gain is based upon the estimated value of the $5,000,000 note received in the transaction. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The preliminary appraised value of the note is $869,000; $116,138 consists of liabilities which were assumed by the acquirer in the transaction.
	RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
	Adopted
	Effective January 2012, the Company adopted ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) of Fair Value Measurement – Topic 820 (ASU 2-11-04).” ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the unaudited condensed consolidated financial statements and related disclosures.
	Effective January 2012, the Company adopted ASU No. 2011-05, “Presentation of Comprehensive Income (ASU 2011-05)”. ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).” ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the unaudited condensed consolidated financial statements and related disclosures.
	Not Yet Adopted
	In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our unaudited condensed consolidated financial statements and related disclosures.
	In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard are effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our unaudited condensed consolidated financial statements and related disclosures.
	In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our unaudited condensed consolidated financial statements and related disclosures.
	Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements.

3_GOING_CONCERN

3. GOING CONCERN	9 Months Ended
	Sep. 30, 2013
Going Concern	'
NOTE 3 - GOING CONCERN	'
	The Company has sustained operating losses of $11,564,169 since inception. The Company’s continuation as a going concern is dependent on management’s ability to develop profitable operations, and / or obtain additional financing from its stockholders and / or other third parties.
	The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
	If management projections are not met, the Company may have to reduce its operating expenses and to seek additional funding through debt and/or equity offerings.

4_ACQUISITIONS_GOODWILL

4. ACQUISITIONS & GOODWILL	9 Months Ended
	Sep. 30, 2013
Business Combinations [Abstract]	'
NOTE 4 - ACQUISITIONS & GOODWILL	'
	Active ES Lighting Controls, Inc. Acquisition
	On July 25, 2012, Premier acquired the assets of the Active ES Lighting Controls, Inc. (“AES”) business by completing the transactions contemplated under an asset purchase agreement dated July 25, 2012 (the “Agreement”) with AES.  In accordance with the terms of the Agreement, the purchase price for the acquisition consisted of the following components: (i) 750,000 shares of Premier’s common stock issued at closing; (ii) $30,000 in cash paid at closing; (iii) a payable, due December 31, 2012, of Premier in the principal amount of $15,000; (v) contingent shares payable (payable 12 months after closing of the transaction) of a number of shares of common stock of Premier equal to 875,000 shares based upon the following contingencies:
		A.	175,000 shares of common stock if the volume weighted average price (“VWAP”) is below $2.00 for 30 consecutive trading days during the 12 months following the contingent period (begins after stock received in transaction has had restricted legend (section 144) removed and continues for nine months)
		B.	175,000 shares of common stock if the VWAP is below $1.00 for 60 consecutive trading days during the contingent period;
		C.	175,000 shares of common stock if the VWAP is below $0.80 for 60 consecutive trading days during the contingent period;
		D.	175,000 shares of common stock if the VWAP is below $0.60 for 60 consecutive trading days during the contingent period;
		E.	175,000 shares of common stock if the VWAP is below $0.40 for 60 consecutive trading days during the contingent period;
	As of December 31, 2012, the dollar value of the contingent shares payable is $210,000, which is recorded as a common stock payable on the accompanying balance sheet.  During the quarter ended September 30, 2013, the Company issued all the 875,000 shares to AES.
	The acquisition has been accounted for as a asset purchase and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition.
	As of December 31, 2012, the marketing results of operations of AES products are included in the Company’s consolidated financial statements from the date of acquisition. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:
	IP/Technology – patents		$	167,570
	Non-compete agreement			76,000
	Trademarks & Service Marks			55,000
	Goodwill			138,000
	Total purchase price		$	436,570
	The purchase price consideration consisted of the following:
	Cash		$	31,570
	Note Payable			15,000
	Common Stock			180,000
	Common Stock Payable			210,000
	Total purchase price		$	436,570
	Estimated Useful Lives of Acquired Intangibles
	The estimated useful lives (years) of the acquired intangibles are as follows
			Useful Life
	IP/Technology - Patents			5
	Non-compete Agreement			10
	Trademarks & Service Marks			2
	Goodwill			N/A
	The Power Company USA, LLC Share Exchange
	On February 28, 2013 Premier acquired 80% of the outstanding membership units of the The Power Company USA, LLC, an Illinois limited liability company (“TPC” or “The Power Company”), a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000.  The Power Company has over 18,500 residential and commercial customers. The initial accounting for the business combination is not complete because the evaluations necessary to assess the fair values of certain net assets acquired and the amount of goodwill to be recognized are still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Any changes to the fair value assessments will affect the acquisition-date fair value of goodwill.

5_INTANGIBLES_ASSETS_NET

5. INTANGIBLES ASSETS, NET	9 Months Ended
	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'
5. INTANGIBLES ASSETS, NET	'
	The following table presents details of the Company’s total purchased intangible assets as of September 30, 2013:
	For the nine months ended September 30, 2013, the Company’s recorded amortization expense related to the purchased intangibles of $51,461 and $0 was recorded for the nine months ended September 30, 2012.
		Balance 12/31/2012		Additions		Amortization			Impairment		Balance
											6/30/13
	IP/Technology – Patents	$	153,607	$	–	$	(25,136	)	$	–	$	128,470
	Non-compete Agreement		72,832		–		(5,700	)		–		67,133
	Trademarks & Service Marks		43,542		–		(20,625	)		–		22,917
		$	269,981	$	–	$	(51,461	)	$	–	$	218,520

6_CAPITAL_STOCK_TRANSACTIONS

6. CAPITAL STOCK TRANSACTIONS	9 Months Ended
	Sep. 30, 2013
Equity [Abstract]	'
NOTE 6 - CAPITAL STOCK TRANSACTIONS	'
	Preferred Stock
	On June 3, 2013, the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share.
	Common Stock
	Between January 1, 2013 and March 31, 2013, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 10,629,745 shares of its common stock. The sales closed and cash of $700,085 was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.
	Between April 1, 2013 and June 30, 2013, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 15,912,906 shares of its common stock, 2,849,639 shares had warrants attached, (see note common stock warrants below). The sales closed and cash of $650,583 was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.
	April 16, 2013, the Company granted 400,000 shares of common stock to Benchmark Advisory as payment for marketing services. The shares were valued per the agreement at $0.05 per share for a total of $20,000, the stock was expensed $20,000 for that date and the nine months ended September 30, 2013.
	On June 3, 2013, the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 450,000,000 shares of common stock with a par value of $0.0001 per share.
	From July 1, 2013 to September 30, 2013, the Company granted 5,454,606 shares of common stock to various consultants for services. A compensation expense of $1,130,884 was recorded during the period ended September 30, 2013.
	Between July 1, 2013 and September 30, 2013, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 14,286,581 shares of its common stock, 718,875 shares had warrants attached, (see note common stock warrants below). The sales closed and cash of $1,081,451 was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.
	Common Stock Options
	On February 20, 2013, the Company granted 75,000 stock options to a Director, Woodrow W. Clark II, to purchase shares at $0.25 per share. The options expire February 20, 2016 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 468%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.17, was $12,749. As the stock options were immediately vested, the stock expensed was $12,749 on that date and for the period ended March 31, 2013.
	On February 20, 2013, the Company granted 75,000 stock options to a Director, Lane Harrison to purchase shares at $0.25 per share. The options expire February 20, 2016 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 468%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.17, was $12,749. As the stock options were immediately vested, the stock expensed was $12,749 on that date and for the period ended March 31, 2013.
	On April 9, 2013, the Company modified the 75,000 stock options granted to a Director, Lane Harrison on February 20, 2013, to purchase shares at $0.25 per share, the option was modified entitling Mr. Harrison to purchase 100,000 shares at $0.10, on or before April 30, 2015. The stock option provided for cashless exercise term. The total estimated value using the Black-Scholes Model, based on a volatility rate of 470%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.0882, was $8,822. The stock expensed was $8,822 on that date and for the period ended September 30, 2013.
	On April 9, 2013, the Company modified the 75,000 stock options granted to a Director, Woodrow Clark on February 20, 2013, to purchase shares at $0.25 per share, the option was modified entitling Mr. Clark to purchase 100,000 shares at $0.10, on or before April 30, 2015. The stock option provided for cashless exercise term. The total estimated value using the Black-Scholes Model, based on a volatility rate of 470%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.0882, was $8,822. The stock expensed was $8,822 on that date and for the period ended September 30, 2013.
	A summary of option activity as of September 30, 2013 and changes during the nine months ended is presented below:
		Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
	Outstanding at January 1, 2013		150,000	$	0.33		2.5
	Granted		200,000		0.1		1.75
	Exercised		–		–		–
	Canceled/forfeited/expired						–
	Outstanding at September 30, 2013		350,000	$	0.2		1.86
	Options vested and exercisable at September 30, 2013		350,000	$	0.2		1.86
	Common Stock Warrants
	Between May 24, 2013 and June 27, 2013, 2,849,639 shares of common stock were sold with warrants attached the terms of the subscription were:, for each 4 shares purchased the purchaser received 2 warrants, one warrant with a future price of $0.15 and a second warrant with a future price of $0.20, both warrants expire two years from the closing date of September 30, 2013, (1,424,819 warrants were issued 712,410 at $0.15, and 712,410 at $0.20) The total estimated value using the Black-Scholes Model, based on a volatility rate of 450%, expected term of 2 years, risk free rate of 0.38 percent, and a warrant value of $0.0449, was $63,279.
	From July 1, 2013 and August 14, 2013, 1,287,750 shares of common stock were sold with warrants attached. The terms of the subscription were:, for each 4 shares purchased the purchaser received 2 warrants, one warrant with a future price of $0.15 and a second warrant with a future price of $0.20, both warrants expire two years from June 30, 2013, (643,875 warrants were issued 321,937 at $0.15, and 321,938 at $0.20). From July 1, 2013 and August 14, 2013, 1,666,666 shares of common stock were sold with 75,000 warrants with an exercise price of $0.15 and 75,000 warrants with an exercise price of $0.20.
	A summary of non-employee warrant activity during the nine months ended as of September 30, 2013 is presented below:
		Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
	Outstanding at January 1, 2013		450,000	$	0.57		2.59
	Granted		2,143,694		0.175		1.85
	Exercised		–		–		–
	Canceled/forfeited/expired		450,000		0.057		–
	Outstanding at September 30, 2013		2,143,694	$	0.175		1.85
	Warrants vested and exercisable at September 30, 2013		2,143,694	$	0.175		1.85

7_DISCONTINUED_OPERATIONS

7. DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2013
Discontinued Operations and Disposal Groups [Abstract]	'
NOTE 7 - DISCONTINUED OPERATIONS	'
	The Company acquired assets from WEPOWER, LLC during 2011. WEPOWER, Ecolutions Inc. was expected to offer clean energy products and services to commercial markets, developers, and management companies of large scale residential developments. In 2012, WEPOWER Ecolutions Inc was classified as held for sale under the requirements of ASC 360-10-45-9, and therefore, the result of its operations are reported in discontinued operations in accordance with ASC 205-20-45-3. On January 7, 2013, Premier Holding Corporation (“PRHL”), acting through its wholly owned subsidiary, WEPOWER Ecolutions, Inc., completed the sale of assets under an Asset Purchase Agreement with WEPOWER Eco Corp., a newly formed entity, controlled by Kevin B. Donovan, PRHL’s former CEO. PRHL sold certain assets related solar energy, wind power projects, energy efficiency projects in real estate, and fuel efficiency for diesel and gasoline engines for a note payable for $5,000,000, (preliminary valuation on the note is $869,000). WEPOWER Eco Corp. assumed $116,138 in liabilities, acquired three patents, six trademarks, and twenty eight contracts. Further, PRHL and WEPOWER Eco Corp. agreed to certain exclusive business opportunities, fifteen exclusive opportunities and nineteen exclusive for nine months. A Mutual General Release between PRHL, WEPOWER Ecolutions, Inc., WEPOWER Eco Corp., and the former directors and officers, Kevin Donovan, Frank Schulte, and Thomas C. Lynch was signed, and executed on January 4, 2013 releasing all parties from all claims, from whatever source.

8_SUBSEQUENT_EVENT

8. SUBSEQUENT EVENT	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
8. SUBSEQUENT EVENT	'
	Between October 1, 2013 and November 15, 2013, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 4,035,350 shares of its common stock, The sales closed and cash of $421,776 was received. Additionally, 24,818 shares of common stock were issued for services. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

2_SUMMARY_OF_SIGNIFICANT_ACCOU1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Basis of Presentation	'
	Basis of Presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").
Principles of consolidation	'
	Principles of Consolidation
	The unaudited condensed consolidated financial statements include the accounts of E3. and the accounts of THE POWER COMPANY USA, LLC as of and for the nine months ended September 30, 2013. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates	'
	Use of Estimates
	The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	'
	Cash and Cash Equivalents
	Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. The Company had no cash equivalents as of September 30, 2013 and December 31, 2012.
Revenue Recognition	'
	Revenue Recognition
	The Company’s wholly owned Energy Efficiency Experts, Inc. and The Power Company USA, LLC. offer renewable energy production and energy efficiency products and services to both commercial middle market companies as well as residential customers. In accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). When consultations are provided to customers, the revenue is recognized at the completion of the service when collectability is reasonably assured. For products sold to customers revenue is recognized when title has passed to the customer and collectability is reasonably assured; and no further efforts are required. When contracts provide services over long periods of time, the revenue is deferred and recognized over the service term of the contract.
Accounts Receivable Policy	'
	Accounts Receivable
	All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectible as of September 30, 2013 and no allowance for bad debts was considered necessary.
Non-controlling Interest	'
	Non-controlling Interest
	Non-controlling interests in our subsidiary is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.
Earnings Loss Per Share	'
	Earnings/Loss Per Share
	The Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.
Income Tax	'
	Income Tax
	Deferred income tax is provided for differences between the bases of assets and liabilities for financial and income tax reporting. A deferred tax asset, subject to a valuation allowance, is recognized for estimated future tax benefits of tax-basis operating losses being carried forward. Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 740-10-30 concerning Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the “more likely than not” standard imposed by the FASB ASC Topic 740-10-30 concerning Income Taxes to allow recognition of such an asset.
Stock-Based Compensation	'
	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 either (i) a recent sale by Premier for cash to an unrelated third party or (ii) the price of the Company’s common stock is on the date of each respective transaction.
Goodwill and Other Intangible Assets	'
	Goodwill and Other Intangible Assets
	The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.  Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.
	As of September 30, 2013, amortizable intangible assets consist of patents, trade names, trademarks, domain names, website emails, and non-compete agreements, and contracts with suppliers and customers.   See Note 4 for further information regarding the acquisition and amortization of these intangible assets. These intangibles are being amortized on a straight line basis over their estimated useful lives, two to ten years.  For the nine months ended September 30, 2013 and 2012, the Company recorded amortization of our intangible assets of $51,461 and $0, respectively.
Fair Value Measurements	'
	Fair Value Measurements
	On January 1, 2011, Premier adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, Premier also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of Premier. Unobservable inputs are inputs that reflect Premier’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
	Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that Premier has the ability to access.
	Level 2 -Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.
	Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect Premier's own assumptions about the inputs that market participants would use.
	Premier’s financial instruments consist of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities. The estimated fair value of cash, accounts receivable, note receivable, accounts payable, related party payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.
	Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets.
Concentration of Credit Risk	'
	Concentration of Credit Risk
	The Company maintains its cash in multiple financial institutions. The Company limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality with a financial institution that exceeds federally insured limits. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal.
Gain from discontinued operations	'
	Gain From Discontinued Operations
	Gain from discontinued operations of $985,138 for the nine months ended September 30, 2013 consists of the sale of both intangible assets in the form of sales opportunities and leads, and the assumption of liabilities from the discontinued operations to WEPOWER ECO Corp (an unrelated company). The gain is based upon the estimated value of the $5,000,000 note received in the transaction. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The preliminary appraised value of the note is $869,000; $116,138 consists of liabilities which were assumed by the acquirer in the transaction.
Recent Accounting Pronouncements	'
	RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
	Adopted
	Effective January 2012, the Company adopted ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) of Fair Value Measurement – Topic 820 (ASU 2-11-04).” ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the unaudited condensed consolidated financial statements and related disclosures.
	Effective January 2012, the Company adopted ASU No. 2011-05, “Presentation of Comprehensive Income (ASU 2011-05)”. ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).” ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the unaudited condensed consolidated financial statements and related disclosures.
	Not Yet Adopted
	In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our unaudited condensed consolidated financial statements and related disclosures.
	In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard are effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our unaudited condensed consolidated financial statements and related disclosures.
	In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our unaudited condensed consolidated financial statements and related disclosures.
	Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements.

4_ACQUISITION_Tables

4. ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2013
Business Combinations [Abstract]	'
Schedule of Purchase Price Allocation	'
	The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:
	IP/Technology – patents	$	167,570
	Non-compete agreement		76,000
	Trademarks & Service Marks		55,000
	Goodwill		138,000
	Total purchase price	$	436,570
	The purchase price consideration consisted of the following:
	Cash	$	31,570
	Note Payable		15,000
	Common Stock		180,000
	Common Stock Payable		210,000
	Total purchase price	$	436,570
Schedule of Acquired Intangibles	'
		Useful Life
	IP/Technology - Patents		5
	Non-compete Agreement		10
	Trademarks & Service Marks		2
	Goodwill		N/A

5_GOODWILL_PURCHASED_INTANGIBL

5. GOODWILL & PURCHASED INTANGIBLES (Tables)	9 Months Ended
	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'
Schedule of Acquired Intangible Assets	'
		Balance 12/31/2012		Additions		Amortization			Impairment		Balance
											6/30/13
	IP/Technology – Patents	$	153,607	$	–	$	(25,136	)	$	–	$	128,470
	Non-compete Agreement		72,832		–		(5,700	)		–		67,133
	Trademarks & Service Marks		43,542		–		(20,625	)		–		22,917
		$	269,981	$	–	$	(51,461	)	$	–	$	218,520

6_CAPITAL_STOCK_TRANSACTIONS_T

6. CAPITAL STOCK TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2013
Equity [Abstract]	'
Common Stock Options	'
		Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
	Outstanding at January 1, 2013		150,000	$	0.33		2.5
	Granted		200,000		0.1		1.75
	Exercised		–		–		–
	Canceled/forfeited/expired						–
	Outstanding at September 30, 2013		350,000	$	0.2		1.86
	Options vested and exercisable at September 30, 2013		350,000	$	0.2		1.86
Common Stock Warrants	'
		Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
	Outstanding at January 1, 2013		450,000	$	0.57		2.59
	Granted		2,143,694		0.175		1.85
	Exercised		–		–		–
	Canceled/forfeited/expired		450,000		0.057		–
	Outstanding at September 30, 2013		2,143,694	$	0.175		1.85
	Warrants vested and exercisable at September 30, 2013		2,143,694	$	0.175		1.85

2_SUMMARY_OF_SIGNIFICANT_ACCOU2

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Accounting Policies [Abstract]	'	'
Intangible assets amortization	$51,461	$0
Gain from discontinued operations	$985,138	'

4_ACQUISITIONS_GOODWILL_Detail

4. ACQUISITIONS & GOODWILL (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Business Combinations [Abstract]	'	'
IP/Technology - Patents	'	$167,570
Non-compete Agreement	'	76,000
Trademarks & Service Marks	'	55,000
Goodwill	'	138,000
Total purchase price	'	436,570
Cash	'	31,570
Note Payable	'	15,000
Common Stock	'	180,000
Common Stock Payable	0	210,000
Total purchase Price	'	$436,570

4_ACQUISITIONS_GOODWILL_Detail1

4. ACQUISITIONS & GOODWILL (Details 1)	9 Months Ended
	Sep. 30, 2013
Goodwill	'
Estimated useful lives (years) of the acquired intangibles	'0 years	[1]
IP/Technology - Patents	'
Estimated useful lives (years) of the acquired intangibles	'5 years
Non-compete Agreement	'
Estimated useful lives (years) of the acquired intangibles	'10 years
Trademarks and Service Marks	'
Estimated useful lives (years) of the acquired intangibles	'2 years
[1]	N/A

5_INTANGIBLES_ASSETS_NET_Detai

5. INTANGIBLES ASSETS, NET (Details) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Balance at beginning of period	$269,980	'
Additions	0	'
Amortization	-51,461	0
Impairment	0	'
Balance at end of period	218,519	'
IP/Technology - Patents	'	'
Balance at beginning of period	153,607	'
Additions	0	'
Amortization	-25,136	'
Impairment	0	'
Balance at end of period	128,470	'
Non-compete Agreement	'	'
Balance at beginning of period	72,832	'
Additions	0	'
Amortization	-5,700	'
Impairment	0	'
Balance at end of period	67,133	'
Trademarks and Service Marks	'	'
Balance at beginning of period	43,542	'
Additions	0	'
Amortization	-20,625	'
Impairment	0	'
Balance at end of period	$22,917	'

5_INTANGIBLES_ASSETS_NET_Detai1

5. INTANGIBLES ASSETS, NET (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]	'	'
Amortization expense related to the purchased intangibles	$51,461	$0

6_OPTIONS_OUTSTANDING_Details

6. OPTIONS OUTSTANDING (Details) (Options, USD $)	9 Months Ended
	Sep. 30, 2013
Options	'
Number Outstanding	'
Beginning Balance	150,000
Granted	200,000
Exercised	0
Canceled/forfeited/expired	0
Ending Balance	350,000
Options vested and exercisable Ending Balance	350,000
Weighted - Average Exercise Price Per Share	'
Beginning Balance	$0.33
Granted	$0.10
Ending Balance	$0.20
Options vested and exercisable Ending Balance	$0.20
Weighted - Average Remaining Contractual Life (Years)	'
Beginning balance	'2 years 6 months
Granted	'1 year 9 months
Ending balance	'1 year 10 months 10 days
Options vested and exercisable Ending Balance	'1 year 10 months 10 days

6_WARRANTS_OUTSTANDING_Details

6. WARRANTS OUTSTANDING (Details) (Warrants, USD $)	9 Months Ended
	Sep. 30, 2013
Warrants	'
Number of Warrants Outstanding	'
Beginning Balance	450,000
Granted	2,143,694
Exercised	0
Canceled/forfeited/expired	450,000
Ending Balance	2,143,694
Warrants vested and exercisable	2,143,694
Weighted - Average Exercise Price Per Share	'
Beginning Balance	0.57
Granted	$1.18
Exercised	$0
Canceled/forfeited/expired	$0.06
Ending Balance	0.175
Warrants vested and exercisable price per share	$0.18
Weighted - Average Remaining Contractual Life (Years)	'
Beginning balance	'2 years 7 months 2 days
Granted	'1 year 10 months 6 days
Ending balance	'1 year 10 months 6 days
Warrants vested and exercisable weighted average remaining contractual life	'1 year 10 months 6 days