Premier Holding (PRHL) 10-Q 14 Aug 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 12, 2014
Document And Entity Information	'	'
Entity Registrant Name	'PREMIER HOLDING CORP.	'
Entity Central Index Key	'0001030916	'
Document Type	'10-Q	'
Document Period End Date	30-Jun-14	'
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	'	154,773,696
Document Fiscal Period Focus	'Q2	'
Document Fiscal Year Focus	'2014	'

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets:	'	'
Cash	$642,399	$781,569
Accounts receivable	577,973	438,976
Prepaid expenses	12,524	13,134
Total current assets	1,232,895	1,233,679
Other Assets	'	'
Notes receivable	0	869,000
Equipment, net	28,060	19,350
Goodwill	4,555,750	4,555,750
Intangible assets, net	167,059	201,366
Total Assets	5,983,764	6,879,145
Current liabilities:	'	'
Accounts payable and accrued liabilities	358,933	432,748
Related party payable	206,133	86,138
Notes payable	20,000	32,000
Total current liabilities	585,066	550,886
Total Liabilities	585,066	550,886
Commitments and Contingencies	'	'
Lawsuit liability	98,000	0
Stockholders' Equity:	'	'
Preferred Stock, 50,000,000 shares authorized, par value $.0001, Series A Non-Voting Convertible Preferred, 7,000,000 shares authorized, par value $.0001, 200,000 shares and 0 shares issued or outstanding as of June 30, 2014, and December 31, 2013, respectively	20	0
Common Stock, 450,000,000 shares authorized, par value $.0001, 153,924,937 and 151,003,328 shares issued and outstanding as of June 30, 2014, and December 31, 2013, respectively	15,394	15,101
Common stock to be issued	620,050	0
Treasury Stock	-869,000	0
Additional Paid-in-Capital	20,874,278	19,639,399
Accumulated deficit	-15,075,245	-13,146,885
Total Premier Holding Corporation's stockholders’ equity	5,565,497	6,507,615
Non-controlling interest	-264,798	-179,356
Total Stockholders' Equity	5,300,699	6,328,259
Total Liabilities and Shareholders' Equity	$5,983,764	$6,879,145

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, authorized shares	50,000,000	50,000,000
Preferred stock, issued shares	200,000	0
Preferred stock, outstanding shares	200,000	0
Common stock, par value	$0.00	$0.00
Common stock, authorized shares	450,000,000	450,000,000
Common stock, issued shares	153,924,937	151,003,328
Common stock, outstanding shares	153,942,937	151,003,328

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]	'	'	'	'
TPC Commission Revenue	$778,780	$656,770	$1,372,617	$786,006
Lighting Product Selling Revenue	0	0	59,420	0
Total Revenue	778,780	656,770	1,432,037	786,006
Cost of Sales	22,710	0	69,389	1,491
Gross Profit	756,070	656,770	1,362,648	784,515
Operating expenses	'	'	'	'
Selling, general and administrative	1,625,340	978,055	3,232,142	1,608,247
Amortization expense	17,154	17,154	34,308	34,308
Total operating expenses	1,642,494	995,209	3,266,450	1,642,554
Loss from operations	-886,424	-338,438	-1,903,802	-858,040
Other income (expenses):	'	'	'	'
Loss on settlement of lawsuit	-110,000	0	-110,000	0
Total non-operating expenses	-110,000	0	-110,000	0
Loss from operations before income taxes, non-controlling interest, and discontinued operations	-996,424	-338,438	-2,013,802	-858,040
Income taxes	0	0	0	0
Loss before non-controlling interest and discontinued operations	-996,424	-338,438	-2,013,802	-858,040
Net Income (Loss) attributable to non-controlling interest	40,376	45,632	85,442	-46,242
Income/Loss from discontinued operations	0	0	0	985,138
Net income (Loss) attributable to Premier Holding Corporation	-956,048	-292,806	-1,928,360	80,856
Net loss from continuing operations	-956,048	-384,070	-1,928,360	-811,798
Net income (Loss) per common shares - basic and diluted	($0.01)	$0	($0.01)	($0.01)
Net income (Loss) attributable to Premier Holding Corporation per share - basic and diluted	($0.01)	$0	($0.01)	$0
Net income from discontinued operations	$0	$0	$0	$985,138
Net income (Loss) per common share from discontinued operations - basic and diluted	$0	$0	$0	$0
Weighted average number of common shares - basic and diluted	150,705,894	106,782,073	141,469,265	89,354,562

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Operating Activities	'	'
Net loss attributable to Premier Holding Corporation	($1,928,360)	$80,856
Gain on disposal of subsidiary, net	0	-985,138
Net loss attributable to continuing operations	-1,928,360	-904,282
Adjustments to reconcile net loss to cash used in operations:	'	'
Share based payments used for services	521,718	27,644
Cancellation of stock issuance for services	-480,000	0
Amortization and depreciation expense	32,119	34,308
Loss attributable to non-controlling interest of consolidated subsidiary	-85,442	46,242
Change in operating assets and liabilities:	'	'
Accounts receivable	-138,997	-200,409
Prepaid expenses	610	7,943
Accounts payable and accrued liabilities	24,185	26,701
Other assets	0	-335,049
Net cash used in operating activities	-2,066,168	-1,296,902
Investing activities:	'	'
Purchase of Equipment	-6,522	0
Net cash used in investing activities	-6,522	0
Financing activities:	'	'
Advance from related party payable	119,995	4,255
Proceeds from issuance of common stock warrants	0	1,350,668
Proceeds from issuance of common stock	993,474	0
Proceeds from issuance of Preferred stock	200,000	0
Common stock to be issued	620,050	0
Proceeds/payments-notes payable	0	32,000
Net cash provided by financing activities	1,933,519	1,386,923
Net increase (decrease) in cash	-139,170	90,021
Cash at beginning of period	781,569	44,311
Cash at end of period	642,399	134,332
Common stock issued for acquired assets	$0	$4,500,000

1_DESCRIPTION_OF_BUSINESS

1. DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
NOTE 1 - DESCRIPTION OF BUSINESS	'
	Premier Holding Corporation (“Premier”) is in the business of 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 and to complete those installations. Additionally providing deregulated power to residential customers in selected states. Premier is organized with a holding company structure such that Premier provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies.
	Premier’s wholly owned subsidiary Energy Efficiency Experts (“E3”) is a U.S. energy service company based in the Chicago area of Illinois offering energy efficiency products and services to commercial middle market companies, Fortune 500 brands, developers and management companies of large scale residential developments as well as the general public so long as the product and the solutions fit the market segment. E3’s business is focused as an integrator of clean technology solutions in the U.S., with strategic expansion plans in Latin America, Asia and Europe. E3’s core business expects to deliver green solutions, branded specifically as E3, which include best-of-class alternative energy technology portfolio, and energy reduction technologies in smart lighting controls, LED lighting, battery storage power plants, energy and power control management systems, and other clean technologies specific to its market.
	On February 28, 2013, Premier acquired an 80% interest in The Power Company USA, LLC (“TPC”) for 30,000,000 shares of Premier’s common stock valued at $4,500,000. TPC is 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 12 states that allow the distribution of deregulated power.

2_SUMMARY_OF_SIGNIFICANT_ACCOU

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	Basis of Presentation
	The condensed consolidated financial statements as of June 30, 2014 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
	The unaudited condensed consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for the six months ended June 30, 2014. All significant intercompany transactions have been eliminated in consolidation.
	The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission on April 15, 2014. The operating results for the interim periods are not necessarily indicative of the financial results for the full year.
	Use of Estimates
	The preparation of the unaudited condensed consolidated financial statements in conformity with U. S. GAAP 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.
	Revenue Recognition
	The Company’s wholly owned subsidiary, Energy Efficiency Experts, Inc., and The Power Company USA, LLC., offer deregulated power and energy efficiency products and services to commercial middle market companies, as well as residential customers. In accordance with the requirements of ASC 605-10-S99, 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/or (4) collectability is reasonably assured (based upon its 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. For contracts provide services, the commission revenue is recognized when the contract is signed, and the performance is completed, with an appropriate allowance for estimated cancellation.
	Our general terms for collection are Net 30 days. In certain instances we will provide our customers different terms to accommodate specific business requirements. The terms of the sale of our E-Series product by included terms that require a payment of 30% at the time of sale, and then monthly payments over a period of 11 months which include accrued interest on the outstanding balance of approximately 6%.
	Stock Based Compensation
	We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.
	Goodwill and Other Intangible Assets
	The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.  Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.
	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.
	Gain From Discontinued Operations
	Gain from discontinued operations of $985,138 for the six months ended June 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 was based upon the estimated value of the $5,000,000 note received in the transaction. On March 4, 2014, as part of an overall settlement, certain individuals associated with the transaction returned 5,000,000 common shares of the Company previously issued related to the sale of WePower ECO Corp, and in exchange for the promissory note in the face amount of $5,000,000 (and valued at $869,000 on the Company’s financial statements as of December 31, 2013), WePower ECO Corp had returned an additional 2,500,000 common shares, for a total of 7,500,000 shares returned to the Company.
	RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
	In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations.  The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements and related disclosures.
	In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures.
	Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3_GOING_CONCERN

3. GOING CONCERN	6 Months Ended
	Jun. 30, 2014
Going Concern	'
NOTE 3 - GOING CONCERN	'
	The Company has sustained operating losses of $15,075,245 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	6 Months Ended
	Jun. 30, 2014
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, which resulted in the issuance of 875,000 shares on September 12, 2013.
	As of June 30, 2014, the remaining balance in Goodwill related to this transaction was $138,000.
	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 currently has approximately 60,000 residential and commercial customers.

5_INTANGIBLES_ASSETS_NET

5. INTANGIBLES ASSETS, NET	6 Months Ended
	Jun. 30, 2014
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 June 30, 2014:
	For the six months ended June 30, 2014 and June 30, 2013, the Company’s recorded amortization expense related to the purchased intangibles of $34,307 and $34,308, respectively.
		Balance 12/31/2013		Additions		Amortization			Impairment		Balance
											6/30/14
											(Unaudited)
	IP/Technology – Patents	$	120,092	$	–	$	(16,758	)	$	–	$	103,334
	Non-compete Agreement		65,232		–		(3,800	)		–		61,432
	Trademarks & Service Marks		16,042		–		(13,749	)		–		2,293
		$	201,366	$	–	$	(34,307	)	$	–	$	167,059

6_CAPITAL_STOCK_TRANSACTIONS

6. CAPITAL STOCK TRANSACTIONS	6 Months Ended
	Jun. 30, 2014
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. As of June 30, 2014 there were 200,000 shares of Series A Non-Voting Convertible Preferred Stock issued and outstanding.
	On March 31, 2014, the Board of Directors of the Company approved the creation of a Series A Non-Voting Convertible Preferred Stock (the “Series A”). On April 1, 2014, the Company filed a Certificate of Designation for the Company’s Series A Non-Voting Convertible Preferred Stock in Nevada. The Company is authorized to issue up to 7,000,000 shares. In general, each share of Series A Non-Voting Convertible Preferred Stock has no voting or dividend rights, a Stated Value of $1.00 per share, and is convertible nine months after issuance into common stock at the conversion price equal to one-tenth (1/10) of the Stated Value.
	On April 8, 2014, the Company entered into a Subscription Agreement with an investor for the sale of 200,000 shares of the Company’s Series A Non-Voting Convertible Preferred Stock and received $200,000.
	Common Stock
	During the six months ended June 30, 2014, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 11,061,273 shares of its common stock. Additionally, 2,856,688 shares of common stock were issued for services valued at $0.12 to $0.25 per share in total of $435,696, the average value per share was $0.15251788. 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
	A summary of option activity as of June 30, 2014 and changes during the six months ended is presented below:
			Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
	Outstanding at January 1, 2014			350,000	$	0.25		3.61
	Granted			5,200,000		0.0025		2.5
	Exercised			–		–		–
	Canceled/forfeited/expired			–		–		–
	Outstanding at June 30, 2014			5,550,000	$	0.04		2.56
	Options vested and exercisable at June 30, 2014			1,550,000		0.083		2.56
	On March 31, 2014, the Board of Directors of the Company approved a new Employment Agreement with the Company’s Chief Executive Officer, Randy Letcavage. The Employment Agreement has an effective date of January 1, 2014 and replaces all prior agreements between the Company and Mr. Letcavage. The Employment Agreement provides for an annual base salary of $240,000, a discretionary bonus of $50,000 over each 12-month period, expense reimbursement, and a grant of stock options on 5,000,000 shares vesting over 2 years at an initial exercise price per share equal to $.0025 per share. Stock options are vesting at the following rate:
		·	1,000,000 (one million) Shares of Common Stock on the Commencement Date;
		·	1,000,000 (one million) Shares of Common Stock on the sixth (6th) month anniversary of the Commencement Date;
		·	1,000,000 (one million) Shares of Common Stock on the first anniversary of the Commencement Date;
		·	1,000,000 (one million) Shares of Common Stock on the 18th month anniversary of the Commencement Date; and
		·	1,000,000 (one million) Shares of Common Stock on the second anniversary of the Commencement Date.
	In addition the Corporation agreed to indemnify Mr. Letcavage to the fullest extent permitted by law for claims related to Mr. Letcavage’s role as an officer and director of the Company, or its subsidiaries.
	Common Stock Warrants
	A summary of non-employee warrant activity during the six months ended as of June 30, 2014 is presented below:
			Number Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)
					Per Share
	Outstanding at January 1, 2014			2,143,694	$	0.175		1.85
	Granted			–		–		–
	Exercised			–		–		–
	Canceled/forfeited/expired			–		–		–
	Outstanding at June 30, 2014			2,143,694	$	0.175		1.65
	Warrants vested and exercisable at June 30, 2014			2,143,694	$	0.175		1.65

7_DISCONTINUED_OPERATIONS

7. DISCONTINUED OPERATIONS	6 Months Ended
	Jun. 30, 2014
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 the Company, 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, the Company’s former CEO. The Company sold certain assets related to 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, and WePower Eco Corp. assumed $116,138 in liabilities, acquired three patents, six trademarks, and twenty eight contracts.
	On March 4, 2014, as part of an overall settlement, certain individuals associated with the transaction returned 5,000,000 common shares of the Company previously issued related to the sale of WePower Eco Corp, and in exchange for the promissory note in the face amount of $5,000,000 (and valued at 869,000 on the Company’s financial statements as of December 31, 2013), WePower Eco Corp. had returned an additional 2,500,000 common shares, for a total of 7,500,000 shares returned to the Company.

8_RELATED_PARTY_TRANSACTIONS

8. RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2014
Related Party Transactions [Abstract]	'
8. RELATED PARTY TRANSACTIONS	'
	During the periods ended June 30, 2014 and June 30, 2013, Mr. Letcavage (directly or through related entities) was paid $60,000 and $60,000 respectively as compensation for his role as our CEO and CFO, and $156,900 and $312,493 respectively for contract labor, including payments to Nexalin Technology specifically for the direct costs related to independent contractors performing sales lead generation (Nexalin Technology is in an unrelated business to the Company, and Mr. Letcavage is its president and shareholder), which were not reported as income. From December 31, 2013 to June 30, 2014 the accrued amounts payable related to these expenses increased by from $86,138 to $207,161.
		Q3 13		Q4 13		Q1 14		Q2 14			Grand Total
	iCapital Advisory		–		–		19,404		(11,236	)		8,168
	Jaguar Financial Group		–		–				1,028			1,028
	Jamp Promotions		36,302		4,003		21,000		14,501			75,806
	Sebo		26,521		9,500							36,021
	Grand Total		62,823		13,503		40,404		4,293			121,023
	Additionally, we have also reviewed the facts and circumstance of our relationship with Nexalin Technology and iCapital Advisory and have assessed whether these two companies are variable interest entities (VIE). Based on the guidance provided in ASC 810-10-50-5(a), these two companies are not considered VIEs. The Company is not the primary beneficiary, whether those two companies have any income (losses) as of June 30, 2014, it would not be absorbed by Premier Holding Corporation.

9_LITIGATION

9. LITIGATION	6 Months Ended
	Jun. 30, 2014
Commitments and Contingencies	'
9. LITIGATION	'
	Whitaker Energy, LLC
	In 2013, Whitaker Energy, LLC (“WE”) filed a civil action the Superior Court of Dekalb County, State of Georgia, Case No. 13-CV8610-6, against The Power Company, USA, LLC and Premier Holding Company alleging that TPC is in default under its obligations to WE under a promissory note pursuant to which WE loaned TPC $150,000 in 2012 concurrent with WE’s purchase of a membership interest in TPC. Under the terms of the loan between TPC and WE, TPC owes a monthly payment to WE, the amount of which varies each month and is based on the number of contracts TPC enters into from door-to-door sales and call centers. TPC and WE dispute the number of contracts entered into by TPC after certain adjustments and charge-backs from cancellation of contracts by consumers. Under the complaint, WE seeks to recover $93,080 of principal under the loan, plus prejudgment interest in the amount of $9,184 and reasonable attorneys’ fees and expenses of the litigation. Also, WE seeks an order from the court for access to TPC’s books and records. TPC and Premier Holding Corporation dispute the claim by WE that TPC is in default under the loan between TPE and WE. As of April 23, 2014 the parties to the litigation have negotiated a settlement of the litigation which would include a monthly payment by TPC to WE of $4,000 in payment of the principal due and interest incurred by WE. Under the terms of the settlement, WE will recover a total of $110,000 plus interest on unpaid amounts. As of June 30, 2014, the Company has paid three payments total of $12,000, which $98,000 remaining balance reflected on the balance sheet at June 30, 2014.
	Hi-Tech Specialists, Inc.
	Prior to its acquisition by The Power Company, Hi-Tech Specialists, Inc. filed suit against U.S.E.C. LLC d/b/a/ US Energy Consultants and Michail Skachko concerning the parties’ agreement seeking damages in an amount in excess of $789,077. The nature of the litigation relates to a contract between the parties wherein Hi-Tech Specialists was to solicit service agreements on behalf of U.S.E.C. The suit is ongoing and The Power Company is aggressively pursuing its claim against the parties named.

2_SUMMARY_OF_SIGNIFICANT_ACCOU1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
Basis of Presentation	'
	Basis of Presentation
	The condensed consolidated financial statements as of June 30, 2014 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
	The unaudited condensed consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for the six months ended June 30, 2014. All significant intercompany transactions have been eliminated in consolidation.
	The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2013 filed with the U.S. Securities and Exchange Commission on April 15, 2014. The operating results for the interim periods are not necessarily indicative of the financial results for the full year.
Use of Estimates	'
	Use of Estimates
	The preparation of the unaudited condensed consolidated financial statements in conformity with U. S. GAAP 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.
Revenue Recognition	'
	Revenue Recognition
	The Company’s wholly owned subsidiary, Energy Efficiency Experts, Inc., and The Power Company USA, LLC., offer deregulated power and energy efficiency products and services to commercial middle market companies, as well as residential customers. In accordance with the requirements of ASC 605-10-S99, 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/or (4) collectability is reasonably assured (based upon its 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. For contracts provide services, the commission revenue is recognized when the contract is signed, and the performance is completed, with an appropriate allowance for estimated cancellation.
	Our general terms for collection are Net 30 days. In certain instances we will provide our customers different terms to accommodate specific business requirements. The terms of the sale of our E-Series product by included terms that require a payment of 30% at the time of sale, and then monthly payments over a period of 11 months which include accrued interest on the outstanding balance of approximately 6%.
Stock-Based Compensation	'
	Stock Based Compensation
	We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.
Goodwill and Other Intangible Assets	'
	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.
Gain from discontinued operations	'
	Gain From Discontinued Operations
	Gain from discontinued operations of $985,138 for the six months ended June 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 was based upon the estimated value of the $5,000,000 note received in the transaction. On March 4, 2014, as part of an overall settlement, certain individuals associated with the transaction returned 5,000,000 common shares of the Company previously issued related to the sale of WePower ECO Corp, and in exchange for the promissory note in the face amount of $5,000,000 (and valued at $869,000 on the Company’s financial statements as of December 31, 2013), WePower ECO Corp had returned an additional 2,500,000 common shares, for a total of 7,500,000 shares returned to the Company.
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.
Recently Issued and Adopted Accounting Pronouncements	'
	RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS
	In February 2013, the FASB issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations.  The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements and related disclosures.
	In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures.
	Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

5_INTANGIBLE_ASSETS_NET_Tables

5. INTANGIBLE ASSETS, NET (Tables)	6 Months Ended
	Jun. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]	'
Schedule of Acquired Intangible Assets	'
		Balance 12/31/2013		Additions		Amortization			Impairment		Balance
											6/30/14
											(Unaudited)
	IP/Technology – Patents	$	120,092	$	–	$	(16,758	)	$	–	$	103,334
	Non-compete Agreement		65,232		–		(3,800	)		–		61,432
	Trademarks & Service Marks		16,042		–		(13,749	)		–		2,293
		$	201,366	$	–	$	(34,307	)	$	–	$	167,059

6_CAPITAL_STOCK_TRANSACTIONS_T

6. CAPITAL STOCK TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
Common Stock Options	'
		Number Outstanding		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)
	Outstanding at January 1, 2014		350,000	$	0.25		3.61
	Granted		5,200,000		0.0025		2.5
	Exercised		–		–		–
	Canceled/forfeited/expired		–		–		–
	Outstanding at June 30, 2014		5,550,000	$	0.04		2.56
	Options vested and exercisable at June 30, 2014		1,550,000		0.083		2.56
Common Stock Warrants	'
		Number Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)
				Per Share
	Outstanding at January 1, 2014		2,143,694	$	0.175		1.85
	Granted		–		–		–
	Exercised		–		–		–
	Canceled/forfeited/expired		–		–		–
	Outstanding at June 30, 2014		2,143,694	$	0.175		1.65
	Warrants vested and exercisable at June 30, 2014		2,143,694	$	0.175		1.65

8_RELATED_PARTY_TRANSACTIONS_T

8. RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jun. 30, 2014
Related Party Transactions [Abstract]	'
Accrued expenses payable to related parties	'
		Q3 13		Q4 13		Q1 14		Q2 14			Grand Total
	iCapital Advisory		–		–		19,404		(11,236	)		8,168
	Jaguar Financial Group		–		–				1,028			1,028
	Jamp Promotions		36,302		4,003		21,000		14,501			75,806
	Sebo		26,521		9,500							36,021
	Grand Total		62,823		13,503		40,404		4,293			121,023

4_ACQUISITIONS_GOODWILL_Detail

4. ACQUISITIONS & GOODWILL (Details Narrative) (USD $)	Jun. 30, 2014
Business Combinations [Abstract]	'
Goodwill	$138,000

5_INTANGIBLES_ASSETS_NET_Detai

5. INTANGIBLES ASSETS, NET (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Balance at beginning of period	$201,366	'
Additions	0	'
Amortization	-34,307	-34,308
Impairment	0	'
Balance at end of period	167,059	'
IP/Technology - Patents	'	'
Balance at beginning of period	120,092	'
Additions	0	'
Amortization	-16,758	'
Impairment	0	'
Balance at end of period	103,334	'
Non-compete Agreement	'	'
Balance at beginning of period	65,232	'
Additions	0	'
Amortization	-3,800	'
Impairment	0	'
Balance at end of period	61,432	'
Trademarks and Service Marks	'	'
Balance at beginning of period	16,042	'
Additions	0	'
Amortization	-13,749	'
Impairment	0	'
Balance at end of period	$2,293	'

5_INTANGIBLES_ASSETS_NET_Detai1

5. INTANGIBLES ASSETS, NET (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]	'	'
Amortization expense related to the purchased intangibles	$34,307	$34,308

6_CAPITAL_STOCK_TRANSACTIONS_D

6. CAPITAL STOCK TRANSACTIONS (Details-Option activity) (Options, USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Options	'	'
Number Outstanding	'	'
Beginning Balance	350,000	'
Granted	5,200,000	'
Exercised	0	'
Canceled/forfeited/expired	0	'
Ending Balance	5,550,000	350,000
Options vested and exercisable Ending Balance	1,550,000	'
Weighted - Average Exercise Price Per Share	'	'
Beginning Balance	$0.25	'
Granted	$0.00	'
Ending Balance	$0.04	$0.25
Options vested and exercisable Ending Balance	$0.08	'
Weighted - Average Remaining Contractual Life (Years)	'	'
Granted	'2 years 6 months	'
Ending balance	'2 years 6 months 22 days	'3 years 7 months 10 days
Options vested and exercisable Ending Balance	'2 years 6 months 22 days	'

6_CAPITAL_STOCK_TRANSACTIONS_D1

6. CAPITAL STOCK TRANSACTIONS (Details-Warrant activity) (Warrants, USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Warrants	'	'
Number of Warrants Outstanding	'	'
Beginning Balance	2,143,694	'
Granted	0	'
Exercised	0	'
Canceled/forfeited/expired	0	'
Ending Balance	2,143,694	2,143,694
Warrants vested and exercisable	2,143,694	'
Weighted - Average Exercise Price Per Share	'	'
Beginning Balance	$0.18	'
Granted	'	'
Exercised	'	'
Canceled/forfeited/expired	'	'
Ending Balance	$0.18	$0.18
Warrants vested and exercisable price per share	$0.18	'
Weighted - Average Remaining Contractual Life (Years)	'	'
Ending balance	'1 year 7 months 24 days	'1 year 10 months 6 days
Warrants vested and exercisable weighted average remaining contractual life	'1 year 7 months 24 days	'

6_CAPITAL_STOCK_TRANSACTIONS_D2

6. CAPITAL STOCK TRANSACTIONS (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
Common stock sold to private investors, shares issued	11,061,273
Stock issued for services, shares issued	2,856,688
Stock issued for services, value	$435,696

7_DISCONTINUED_OPERATIONS_Deta

7. DISCONTINUED OPERATIONS (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2014
Discontinued Operations and Disposal Groups [Abstract]	'
Common shares exchanged for promissory note	5,000,000
Promissory note value	$5,000,000
Additonal shares returned	2,500,000

8_RELATED_PARTY_TRANSACTIONS_D

8. RELATED PARTY TRANSACTIONS (Details - Expenses) (Randy Letcavage, USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Randy Letcavage	'	'
Officer compensation	$60,000	$60,000
Contract labor paid	$156,900	$312,493