Premier Holding (PRHL) 10-Q/A 24 Nov 15 2015 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 23, 2015
Document And Entity Information
Entity Registrant Name	PREMIER HOLDING CORP.
Entity Central Index Key	1,030,916
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
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		201,994,943
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 448,714	$ 673,092
Accounts Receivable	537,269	299,268
Prepaid expenses	69,986	21,623
Inventory	82,975	0
Total Current Assets	1,138,944	993,983
Equipment, net	78,872	21,729
Goodwill	4,000,000	4,000,000
Assets of discontinued operations	0	1,876,694
Total Assets	5,217,816	6,892,406
Current Liabilities:
Accounts payable and accrued liabilities	412,365	738,214
Accounts payable - related party	0	202,233
Convertible note, net	2,085,792	909,500
Contingent liability - LP&L acquisition	0	692,500
Notes payable	49,891	445,500
Derivative liability	321,122	0
Current liabilities of discontinued operations	0	2,342,619
Total current liabilities	2,869,170	5,330,566
Lawsuit liability	38,000	74,000
Stockholders' Equity:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; 200,000 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	20	20
Common stock, $0.0001 par value, 450,000,000 shares authorized; 192,260,750 and 181,567,085 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	19,226	18,157
Common stock to be issued	5,625	289,060
Stock subscription payable	0	(10,495)
Treasury stock	(869,000)	(869,000)
Additional paid-in capital	25,382,812	23,886,440
Accumulated deficit	(21,940,773)	(21,326,640)
Total Premier Holding Corporation stockholders' equity	2,597,910	1,987,542
Non-controlling interest	(287,264)	(499,702)
Total stockholders' equity	2,310,646	1,487,840
Total liabilities and stockholders' equity	$ 5,217,816	$ 6,892,406

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ .0001
Preferred stock, authorized shares	50,000,000	50,000,000
Preferred stock, issued shares	200,000	200,000
Preferred stock, outstanding shares	200,000	200,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	450,000,000	450,000,000
Common stock, issued shares	192,260,750	181,567,085
Common stock, outstanding shares	192,260,750	181,567,085

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue
TPC commission revenue	$ 1,163,088	$ 851,172	$ 3,326,636	$ 2,223,789
Product revenue	156,983	0	385,926	59,420
Total Revenue	1,320,071	851,172	3,712,562	2,283,209
Cost of Sales	147,546	0	307,573	69,389
Gross Profit	1,172,525	851,172	3,404,989	2,213,820
Operating expenses:
Selling, general and administrative	1,791,906	1,414,701	5,340,149	4,681,150
Total operating expenses	1,791,906	1,414,701	5,340,149	4,681,150
Operating Loss	(619,380)	(563,529)	(1,935,159)	(2,467,330)
Other income (expenses):
Interest expense	(146,060)	(7,202)	(256,819)	(7,202)
Loss on settlement of lawsuit	0	0	0	(110,000)
Total other expense	(146,060)	(7,202)	(256,819)	(117,202)
Loss from operations before income taxes, non-controlling interest, and discontinued operations	(765,440)	(570,731)	(2,191,978)	(2,584,532)
Income taxes	0	0	0	0
Loss before non-controlling interest and discontinued operations	(765,440)	(570,731)	(2,191,978)	(2,584,532)
Discontinued Operations:
Loss from discontinued operations	0	0	(278,463)	0
Gain on disposal of LP&L	0	0	1,852,883	0
Income from discontinued operations	0	0	1,574,421	0
Net income (loss)	(765,440)	(570,731)	(617,557)	(2,584,532)
Net (income) loss attributable to non-controlling interest	(7,046)	11,999	3,423	97,441
Net income (loss) attributable to Premier Holding Corporation	(772,486)	(558,732)	(614,134)	(2,487,091)
Loss attributable to continuing expenses	$ (772,486)	$ (558,732)	$ (614,134)	$ (2,487,091)
Net income (loss) per common share - basic and diluted	$ 0	$ 0	$ 0	$ (0.02)
Net loss from discontinued operations	$ 0	$ 0	$ (278,463)	$ 0
Net income (Loss) per common share from discontinued operations - basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding - basic and diluted	187,643,814	156,139,108	187,551,462	146,423,036

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows from Operating Activities:
Net loss	$ (617,557)	$ (2,584,532)
Adjustments to reconcile net loss to cash used in operations:
Gain on disposal of LP&L	(1,852,883)	0
Share based payments issued for services	147,938	722,976
Cancellation of stock issuance for services	0	(480,000)
Warrant and option issued for service	358,072	0
Depreciation and amortization expense	10,020	53,788
Gain on extinguishment of debt	0	(24,000)
Revenue reserve	0	52,697
Change in operating assets and liabilities:
Accounts receivable	(238,001)	(127,386)
Prepaid expenses	(48,363)	610
Inventory	(82,975)	0
Accounts payable and accrued liabilities	(361,848)	17,877
Net cash provided by discontinued operations	415,292	0
Net cash used in operating activities	(2,270,305)	(2,367,970)
Cash Used in Investing Activities:
Purchase of Equipment	(67,162)	(6,522)
Net cash provided by discontinued operations	57,526	0
Net cash used in investing activities	(9,636)	(6,522)
Cash Flows from Financing Activities:
Net advances from related party	(202,233)	63,482
Payment for notes payable	41,891	0
Proceeds from sale of preferred stock	0	200,000
Proceeds from common stock payable	1,625	0
Proceeds from sale of common stock	208,206	1,066,973
Proceeds from convertible notes payable	2,006,074	386,000
Common stock to be issued	0	454,507
Net cash provided by financing activities	2,055,563	2,170,962
Net change in cash	(224,378)	(203,530)
Cash at beginning of period	673,092	781,569
Cash at end of period	448,714	578,039
SUPPLEMENTAL INFORMATION
Cash paid during the period for: Interest	148,841	0
Cash paid during the period for: Income taxes	0	0
Non-cash investing and financing activities:
Other	$ 0	$ 0

1. NATURE OF OPERATIONS, BASIS

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	Premier Holding Corporation (“Premier”) is in the business of acquiring and integrating energy companies as synergistic subsidiaries. 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 its 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, Premier sells 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 for its Subsidiaries. Premier’s wholly owned subsidiary, Energy Efficiency Experts, Inc. (“E3”), is a U.S. energy service company 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. 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, 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 allows the distribution of deregulated power. On October 22, 2014, Premier entered into a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power & Light, LLC (“LP&L”) from its owners. LP&L was incorporated under the laws of the State of New York on July 8, 2010 as a Limited Liability Company. LP&L markets and sells electricity and natural gas to both commercial and residential customers located primarily in five boroughs of New York City and on Long Island. The Company purchases electricity and natural gas on a wholesale basis pursuant to a combined supply and credit facility agreement. Under the Agreement, Premier was to acquire 85% of LP&L on the closing date for 7,500,000 shares of common stock and $500,000 in Promissory Notes, plus earn-out payments based upon EBITDA milestones during the 12 months following the closing date. Under the terms of the Agreement, Premier had a contingent funding obligation of $1,000,000 of which $500,000 will be used as working capital for LP&L, had the option to acquire the remaining 15% of LP&L until December 31, 2018 for $20,000,000 payable 1/2 in cash and 1/2 in common stock and was to limit its board of directors to five persons, with the members of LP&L having the right to appoint one board member. On April 7, 2015, the Agreement was terminated due to Premier’s default on its purchase obligations for the LP&L under the terms of the Agreement. As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “we”, “us”, “our”, “Premier” or the “Company” refer to Premier Holding Corporation and its Subsidiaries, Efficiency Experts, Inc. (“E3”) and The Power Company USA, LLC (“TPC”). Unless otherwise specified, all dollar amounts are expressed in United States dollars. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission ("SEC") for interim financial information and do not include all of the information or disclosures required by U.S. GAAP for annual financial statements. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K, as amended, as filed on April 15, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year, or any other period. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for nine months ended September 30, 2015. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying condensed consolidated financial statements include the estimate of doubtful accounts receivable, valuation of stock-based compensation, valuation of derivative liabilities, fair values in connection with the analysis of goodwill and long-lived assets for impairment, valuation allowances against net deferred tax assets and estimated useful lives for intangible assets and property and equipment. Revenue Recognition and Cost of Sales E3 offers energy efficiency products and services to commercial middle market companies, as well as residential customers. In accordance with the requirements of ASC 605 Revenue Recognition TPC offers 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 Revenue Recognition 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 for payment. The Company uses the allowance method to account for uncollectable accounts receivable. As of September 30, 2015 and December 31, 2014, the balance of allowance for bad debts was $27,136 and $0, respectively. Non-controlling Interest Non-controlling interests in TPC 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. The Company maintains an 80% limited interest in TPC and the remaining 20% non-controlling interest is held by TPC’s members. Due to the termination of the LP&L Agreement, Premier disposed the 15% original non-controlling interest from LP&L in the amount of $215,861 which is included in income on disposal of LP&L. Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260 Earnings per Share Income Taxes 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 ASC Topic 740 Income Taxes 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 ASC 718 Compensation—Stock Compensation ASC 505 Equity Fair Value Measurements On January 1, 2011, the Company 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, the Company 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 sources. 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 accessible active markets. 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 a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, notes receivable, accounts payable, notes payable, accrued liabilities and derivative liabilities. The estimated fair value of cash, accounts receivable, notes receivable, accounts payable, notes 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. Our derivative liabilities have been valued as Level 3 instruments. Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability - December 31, 2014 $ – $ – $ – $ – Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – September 30, 2015 $ – $ – $ 321,122 $ 321,122 Goodwill 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. The Company 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. Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2015, the Company does not have any cash equivalents. Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net loss. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard beginning January 1, 2017. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the period ended September 30, 2015, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. Management is currently evaluating the impact of ASU No. 2014-15 on its condensed consolidated financial statements.

2. GOING CONCERN AND MANGEMENT'

2. GOING CONCERN AND MANGEMENT'S LIQUIDITY PLANS	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	As of September 30, 2015, the Company had an accumulated deficit of $21,940,773. During the nine months ended September 30, 2015 and 2014, the Company incurred net losses from continuing operations of $2,191,978 and $2,584,532, respectively, and used cash in operating activities of $2,270,305 and $2,367,970, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. ACQUISITIONS & GOODWILL

3. ACQUISITIONS & GOODWILL	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
ACQUISITIONS & GOODWILL	The following table presents details of the Company’s Goodwill as of September 30, 2015 and December 31, 2014: The Power Lexington LLC Total Balances at January 1, 2014: $ 4,500,000 $ – $ 4,555,750 Aggregate goodwill acquired – 2,859,151 2,859,151 Impairment losses (500,000 ) (2,859,151 ) (3,414,901 ) Balances at December 31, 2014: $ 4,000,000 $ – $ 4,000,000 Aggregate goodwill acquired – – – Impairment losses – – – Balances at September 30, 2015: $ 4,000,000 $ – $ 4,000,000 The Power Company USA, LLC Share Exchange On February 28, 2013, the Company acquired 80% of the outstanding membership units of TPC, a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000. The total purchase price for TPC was allocated as follows: Goodwill $ 4,500,000 Total assets acquired 4,500,000 The purchase price consists of the following: Common Stock 4,500,000 Total purchase price $ 4,500,000 The total amount of goodwill that is expected to be deductible for tax purposes is $4,500,000 and is amortized over 15 years. The total amortization expense for tax purposes for the nine months ended September 30, 2015 is $225,000. Lexington Power & Light, LLC On October 22, 2014, Premier entered into a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power & Light, LLC (“LP&L”) from its owners. LP&L was incorporated under the laws of the State of New York on July 8, 2010 as a Limited Liability Company. LP&L markets and sells electricity and natural gas to both commercial and residential customers located primarily in five boroughs of New York City and on Long Island. The Company purchases electricity and natural gas on a wholesale basis pursuant to a combined supply and credit facility agreement. Under the Agreement, Premier was to acquire 85% of LP&L on the closing date for 7,500,000 shares of common stock and $500,000 in promissory notes, plus earn-out payments based upon EBITDA milestones during the twelve months following the closing date. Under the terms of the Agreement, Premier had a contingent funding obligation of $1,000,000 of which $500,000 will be used as working capital for LP&L, had the option to acquire the remaining 15% of LP&L until December 31, 2018 for $20,000,000 payable 1/2 in cash and 1/2 in common stock and was to limit its board of directors to five persons, with the members of LP&L having the right to appoint one board member. On April 7, 2015, the Agreement was terminated due to Premier’s default on its purchase obligations for the LP&L under the terms of the Agreement. The fair value of non-controlling interest as of acquisition date was $(151,616). Also, there were earn out payments to the members of LP&L for the company achieving an EBITDA of at least $2,500,000 for the most recent completed 12 fiscal months from the preceding year, where the Company was to be entitled to $500,000 cash and 2,500,000 shares of restricted common stock. In addition, in the event the purchaser or any subsidiary thereof did not direct customer referrals resulting in gross revenues for the Company of at least $50,000,000 on an annual basis during the earn out period, the members were to be entitled to $500,000 and 2,500,000 shares of restricted common stock. The total purchase price for the Lexington Power & Light, LLC acquisition was allocated as follows: Cash $ 985,798 Accounts receivable 383,819 Inventory 55,020 Accrued revenue 337,522 Equipment 35,342 Goodwill 2,859,151 Other assets 527,176 Total assets acquired 5,183,828 Accounts payable and accrued liabilities (1,960,176 ) Note payable (1,175,268 Long term note payable (200,000 Total liabilities assumed (3,335,444 Non-Controlling interest 151,616 Net assets acquired $ 2,000,000 The purchase price consists of the following: Note payable $ 500,000 Earn out payment 750,000 Common stock 750,000 Total purchase price $ 2,000,000

4. CONVERTIBLE NOTES PAYABLE

4. CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2015
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	Between July 15, 2014 and September 30, 2015, the Company entered into convertible notes with unrelated parties for use as operating capital for a total of $1,346,500. The convertible notes payable agreements require the Company to repay the principal, together with 10 - 18% annual interest by the agreements’ expiration dates ranging between July 15, 2019 and August 6, 2020. The notes are secured and mature five years from the issuance date. One year from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at a conversion price of 80% of closing market price on the last day of the month upon which the maturity date falls. Between March 9, 2015 and September 30, 2015, the Company entered into convertible notes with third-parties for use as operating capital for a total of $1,559,500. The convertible notes payable agreements require the Company to repay the principal, together with 12% annual interest by the agreements’ expiration dates ranging between March 9, 2017 and September 24, 2018. The notes are secured and mature three years from the issuance date. Six months from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at $0.15. Two warrants were issued along with each note including (1) a warrant to purchase an amount of equal to 50% of face value of the note at an exercise price $0.15 for a period of three years following the note issuance date and (2) a warrant to purchase an amount of equal to 83.33% of face value of the note at an exercise price $0.25 for a period of three years following the note issuance date. The Company recorded an aggregate debt discount of $565,519 for the fair value of these warrants during the nine months ended September 30, 2015, which is being amortized over the term of the notes, and is included in convertible notes on the Company’s balance sheet at an unamortized remaining balance of $508,660. Interest expense related to the amortization of this debt discount for the nine months ended September 30, 2015 was 56,859. During the nine months ended September 30, 2015, the Company recorded interest expense of $256,819. The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging

5. NOTES PAYABLE

5. NOTES PAYABLE	9 Months Ended
	Sep. 30, 2015
Notes Payable [Abstract]
NOTES PAYABLE	On October 22, 2014, the Company entered into a note for acquisition of 85% of Lexington in amount of $325,000. The notes payable agreements require the Company to repay the principal, together with imputed federal rate for term of the note. This Promissory Note (this “Note”) shall be payable as follows: (i) an initial payment of $40,625 payable within forty-five (45) days following the date hereof (the “Initial Payment Date”); and (ii) seven (7) equal monthly installments of $40,625 commencing ninety (90) days following the Initial Payment Date and each installment ninety (90) days thereafter (each an “Installment Date”). The Maker may prepay this entire Note at any time without premium or penalty. Any prepayment will be applied first against accrued, but unpaid interest and then against the outstanding principal balance. Due to the default of this note, acquisition related to this note payable is terminated on April 7, 2015, therefore, the Company is released for further payment because of the reversal of ownership interest in Lexington. On October 22, 2014, the Company entered into a note for acquisition of 85% of Lexington in amount of $175,000. The notes payable agreements require the Company to repay the principal, together with imputed federal rate for term of the note. This Promissory Note (this “Note”) shall be payable as follows: (i) an initial payment of $21,875 payable within forty-five (45) days following the date hereof (the “Initial Payment Date”); and (ii) seven (7) equal monthly installments of $21,875 commencing ninety (90) days following the Initial Payment Date and each installment ninety (90) days thereafter (each an “Installment Date”). The Maker may prepay this entire Note at any time without premium or penalty. Any prepayment will be applied first against accrued, but unpaid interest and then against the outstanding principal balance. Due to the default of this note, acquisition related to this note payable is terminated on April 7, 2015, therefore, the Company is released for further payment because of the reversal of ownership interest in Lexington. During 2013, TPC entered into a line of credit with Energy Me in amount of $50,000. This loan bears no interest, and shall be repaid $2,000 per month. As of September 30, 2015, this loan is fully repaid.

6. DERIVATIVE LIABILITY

6. DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	The embedded conversion feature in the convertible debt instruments that the Company issued beginning in July 2014 (See Note 4), and became convertible beginning in July 2015, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance under ASC 815, Derivatives and Hedging. The conversion feature of these Convertible Promissory Notes have been characterized as a derivative liability as of September 30, 2015 to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The valuation of the derivative liability attached to the convertible debt was amounts were determined by management using a Black-Scholes option pricing model that values the derivative liability within the notes. Using the results from the model, the Company recorded a derivative liability of $321,122 for the fair value of the convertible feature included in the Company’s convertible debt instruments for the nine months ended September 30, 2015. The derivative liability recorded for the convertible feature created a debt discount of $321,122, which is being amortized over the remaining term of the note using the effective interest rate method and is included in convertible notes on the balance sheet. Interest expense related to the amortization of this debt discount for the nine months ended September 30, 2015, was $9,574. The Company valued the warrants related to the convertible debt using the following assumptions: dividend yield of zero, years to maturity of 4 years, risk free rates of between 0.97 and 1.08 percent, and annualized volatility of 160%. The following table summarizes the derivative liability included in the consolidated balance sheet: Derivative liability Derivative liabilities as of December 31, 2014 $ – Change in fair value of derivative liability – Derivative on new loans 321,122 Settlement of derivative liability due to conversion of related notes – Derivative liabilities as of September 30, 2015 $ 321,122

7. STOCKHOLDERS' EQUITY

7. STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
STOCKHOLDERS' EQUITY	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 September 30, 2015, there were 200,000 preferred shares issued and outstanding. On June 30, 2014, the Board of Directors of the Company approved the creation of a Series A Non-Voting Convertible Preferred Stock (the “Series A”). As of September 30, 2015, the Company filed a Certificate of Designation for the Company’s Series A in Nevada. No shares of Series A have been issued, but 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 preferred stock purchase agreements with an investor for the sale of 200,000 shares of its preferred stock at $1 per share in total of $200,000. Common Stock During nine months ended September 30, 2015, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 8,445,776 shares of its common stock in the aggregate amount of $208,206. Unless otherwise set forth above, the securities described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. During the nine months ended September 30, 2015, 2,247,889 shares of common stock were issued for certain consulting services. The shares were valued at $147,938, of which $77,500 was recognized as reduction of debt, $42,559 was recognized as expense, and $27,879 was recorded as prepaid expense. The shares were valued based upon the fair value of the common stock on the measurement date. Options for Common Stock A summary of option activity as of September 30, 2015 and changes during nine months ended is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 4,000,000 $ 0.02 4.17 – Granted 1,000,000 – – – Exercised – – – – Canceled/forfeited/expired (350,000) 0.06 – – Outstanding at September 30, 2015 4,650,000 $ 0.02 3.81 – Options vested and exercisable at September 30, 2015 4,650,000 $ 0.02 3.81 – On June 30, 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”). 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 Company 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. As of September 30, 2015, $783,253 has been recorded as his stock based compensation. As of September 30, 2015, there was $89,064 unrecognized cost related to the stock options, which will be recognized in the fourth quarter of 2015. On December 31, 2014, the Board of Directors of the Company granted 150,000 stock options to each of its three board members with vesting immediately at an initial exercise price per share equal to $.15 per share. The Company valued the options using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of between 0.5 and 5 years, risk free rates of between 1.65 and 1.73 percent, and annualized volatility of between 108% and 217%. Warrants for Common Stock A summary of warrant activity as of September 30, 2015 and changes during nine months ended is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 2,793,694 $ 0. 157 1.10 - Granted 10,363,322 .0193 2.78 – Exercised – – – – Canceled/forfeited/expired - - – – Outstanding at September 30, 2015 13,157,016 $ 0.152 2.30 – Warrants vested and exercisable at September 30, 2015 13,157,016 $ 0.152 2.30 – The Company valued the warrants using the Black-Scholes option-pricing model with the following assumptions: dividend yield of zero, years to maturity of 3 to 5 years, risk free rates of between 0.84 and 1.37 percent, and annualized volatility of between 148% and 216%.

8. DISCONTINUED OPERATION

8. DISCONTINUED OPERATION	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATION	The Company acquired assets from LP&L on October 22, 2014. Due to the default of the purchase agreement between the Company and LP&L on April 7, 2015, the Company lost control over LP&L. Based on the requirements of ASC 810 Consolidation ASC 205 Presentation of Financial Statements Summarized operating results for the discontinuation of operations is as follows: Fair value of consideration $ 629,668 Fair value of retained non-controlling investment – Carrying value of non-controlling interest (215,861 ) 413,807 Less: carrying value of former subsidiary's net assets (1,439,077 ) Gain on disposal of LP&L's interest and retained non-controlling investment $ 1,852,884 Loss from discontinued operation from January 1, 2015 to April 7, 2015 $ (278,463 ) As of the date of deconsolidation, in accordance with ASC 810 Consolidation Cash $ 37,294 Accounts receivable 804,137 Inventory 14,802 Collateral Postings 136,997 Accrued Revenue 414,683 Fixed assets 29,475 Collateral Deposit 200,000 Accounts payable and accrued liabilities (1,658,957 ) Note Payable-related party (117,124 ) Note payable (837,040 ) Due to Premier (463,344 ) Carrying value of former subsidiary's net assets $ (1,439,077 ) The Company anticipates that it will have no involvement with the management of LP&L after the date of deconsolidation and confirms that this transaction was not with a related party and that LP&L will not be a related party going forward after the deconsolidation.

9. RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	During nine months ended September 30, 2015 and 2014, Mr. Letcavage (directly or through related entities) recorded $182,500 and $175,000, respectively as compensation for his role as our CEO. The following tables outline the related parties associated with the Company and amounts due for each period indicated. Name of Related Party Relationship with the Company iCapital Advisory Consultant company owned by the CEO of the Company Jamp Promotion Company owned by Patrick Farah, the managing director of TPC Sebo Service Company owned by Shadie Kalkas, the managing director of TPC September 30, 2015 December 31, 2014 iCapital Advisory – Consulting fees $ 83,349 $ 80,750 Jamp Promotion - Commissions – 85,462 Sebo Service - Commissions – 36,021 $ 83,349 $ 202,233 Additionally, we have also reviewed the facts and circumstance of our relationship with Nexalin Technology and iCapital Advisory, both of which are affiliated companies of our CEO, and have assessed whether these two companies are variable interest entities (VIEs). Based on the guidance provided in ASC 810 Consolidation

10. LEGAL PROCEEDINGS

10. LEGAL PROCEEDINGS	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	Whitaker Energy, LLC In 2013, Whitaker Energy, LLC (“Whitaker”) filed a civil action the Superior Court of Dekalb County, State of Georgia, Case No. 13-CV8610-6, against TPC and the Company alleging that TPC is in default under its obligations to Whitaker under a promissory note pursuant to which Whitaker loaned TPC $150,000 in 2012 concurrent with Whitaker’s purchase of a membership interest in TPC. Under the terms of the loan between TPC and Whitaker, TPC owes a monthly payment to Whitaker, 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 Whitaker dispute the number of contracts entered into by TPC after certain adjustments and charge-backs from cancellation of contracts by consumers. Under the complaint, Whitaker 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, Whitaker seeks an order from the court for access to TPC’s books and records. TPC and the Company dispute the claim by Whitaker that TPC is in default under the loan between TPE and Whitaker. 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 Whitaker of $4,000 in payment of the principal and accrued interest. Under the terms of the settlement, Whitaker will recover a total of $110,000 plus interest on unpaid amounts. As of September 30, 2015, the Company has made payments totaling $72,000, of which the balance of $38,000 is recorded on the balance sheet at September 30, 2015. Hi-Tech Specialists, Inc. Prior to its acquisition by TPC, Hi-Tech Specialists, Inc. (“Hi-Tech”) 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 was to solicit service agreements on behalf of U.S.E.C. LLC. The suit is ongoing and TPC is aggressively pursuing its claim against the parties named. LP&L rents office space under several non-cancelable operating lease agreements in the same commercial building that commenced beginning in March 2014, all of which expire February 28, 2016. The future annual rental payments required under these operating lease agreements for 2015 and 2016 are $46,867 and $7,849, respectively. Due to the default of the acquisition note payable, acquisition of LP&L is terminated on April 7, 2015, therefore, the Company is not obligated to this operating lease since April 7, 2015. As of December 31, 2013, LP&L had a contingent liability related to a complaint filed by a single commercial customer with the New York Public Service Commission seeking a reimbursement of $40,000. The Company has determined it appropriate under the circumstances to recognize and record this loss contingency, which has been included in accounts payable and accrued expenses for the period ended September 30, 2015. Due to the default of the acquisition note payable, acquisition of LP&L is terminated on April 7, 2015, therefore, the Company is not obligated to this loss contingency since April 7, 2015.

11. SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	On October 5, 2015, the Company issued 25,000 shares of common stock to a consultant for services at $0.06 per share. On October 8, 2015, the Company issued 4,000,000 shares of common stock to the Company’s CEO who exercised stock options at $0.0025 per share. From November 3, 2015 through November 20, 2015, the Company issued 5,723,500 shares to investors at $0.04 per share.

1. NATURE OF OPERATIONS AND SIG

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission ("SEC") for interim financial information and do not include all of the information or disclosures required by U.S. GAAP for annual financial statements. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K, as amended, as filed on April 15, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year, or any other period.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for nine months ended September 30, 2015. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying condensed consolidated financial statements include the estimate of doubtful accounts receivable, valuation of stock-based compensation, valuation of derivative liabilities, fair values in connection with the analysis of goodwill and long-lived assets for impairment, valuation allowances against net deferred tax assets and estimated useful lives for intangible assets and property and equipment.
Revenue Recognition and Cost of Sales	Revenue Recognition and Cost of Sales E3 offers energy efficiency products and services to commercial middle market companies, as well as residential customers. In accordance with the requirements of ASC 605 Revenue Recognition TPC offers 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 Revenue Recognition
Accounts Receivable	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 for payment. The Company uses the allowance method to account for uncollectable accounts receivable. As of September 30, 2015 and December 31, 2014, the balance of allowance for bad debts was $27,136 and $0, respectively.
Non-controlling Interest	Non-controlling Interest Non-controlling interests in TPC 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. The Company maintains an 80% limited interest in TPC and the remaining 20% non-controlling interest is held by TPC’s members. Due to the termination of the LP&L Agreement, Premier disposed the 15% original non-controlling interest from LP&L in the amount of $215,861 which is included in income on disposal of LP&L.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260 Earnings per Share
Income Taxes	Income Taxes 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 ASC Topic 740 Income Taxes
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 ASC 718 Compensation—Stock Compensation ASC 505 Equity
Fair Value Measurements	Fair Value Measurements On January 1, 2011, the Company 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, the Company 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 sources. 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 accessible active markets. 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 a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, notes receivable, accounts payable, notes payable, accrued liabilities and derivative liabilities. The estimated fair value of cash, accounts receivable, notes receivable, accounts payable, notes 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. Our derivative liabilities have been valued as Level 3 instruments. Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability - December 31, 2014 $ – $ – $ – $ – Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – September 30, 2015 $ – $ – $ 321,122 $ 321,122
Goodwill	Goodwill 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. The Company 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.
Cash	Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2015, the Company does not have any cash equivalents.
Concentration of Credit Risk	Concentrations of Credit Risk The Company maintains deposits in a financial institution which is insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in this financial institution in excess of the amount insured by the FDIC. The Company has not experienced any losses related to these balances and believes its credit risk to be minimal.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net loss.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard beginning January 1, 2017. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Currently, there is no guidance under U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the period ended September 30, 2015, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. Management is currently evaluating the impact of ASU No. 2014-15 on its condensed consolidated financial statements.

1. NATURE OF OPERATIONS (Tables

1. NATURE OF OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2015
Nature Of Operations Tables
Level 3 derivative liabilities	Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability - December 31, 2014 $ – $ – $ – $ – Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – September 30, 2015 $ – $ – $ 321,122 $ 321,122

3. ACQUISITION & GOODWILL (Tabl

3. ACQUISITION & GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2015
Company's Goodwill	The Power Lexington LLC Total Balances at January 1, 2014: $ 4,500,000 $ – $ 4,555,750 Aggregate goodwill acquired – 2,859,151 2,859,151 Impairment losses (500,000 ) (2,859,151 ) (3,414,901 ) Balances at December 31, 2014: $ 4,000,000 $ – $ 4,000,000 Aggregate goodwill acquired – – – Impairment losses – – – Balances at September 30, 2015: $ 4,000,000 $ – $ 4,000,000
The Power Company USA,LLC
Purchase price allocation	Goodwill $ 4,500,000 Total assets acquired 4,500,000 The purchase price consists of the following: Common Stock 4,500,000 Total purchase price $ 4,500,000
Lexington Power & Light, LLC
Purchase price allocation	Cash $ 985,798 Accounts receivable 383,819 Inventory 55,020 Accrued revenue 337,522 Equipment 35,342 Goodwill 2,859,151 Other assets 527,176 Total assets acquired 5,183,828 Accounts payable and accrued liabilities (1,960,176 ) Note payable (1,175,268 Long term note payable (200,000 Total liabilities assumed (3,335,444 Non-Controlling interest 151,616 Net assets acquired $ 2,000,000 The purchase price consists of the following: Note payable $ 500,000 Earn out payment 750,000 Common stock 750,000 Total purchase price $ 2,000,000

6. DERIVATIVE LIABILITY (Tables

6. DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of derivative liability	Derivative liability Derivative liabilities as of December 31, 2014 $ – Change in fair value of derivative liability – Derivative on new loans 321,122 Settlement of derivative liability due to conversion of related notes – Derivative liabilities as of September 30, 2015 $ 321,122

7. STOCKHOLDERS' EQUITY (Tables

7. STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Common Stock Options	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 4,000,000 $ 0.02 4.17 – Granted 1,000,000 – – – Exercised – – – – Canceled/forfeited/expired (350,000) 0.06 – – Outstanding at September 30, 2015 4,650,000 $ 0.02 3.81 – Options vested and exercisable at September 30, 2015 4,650,000 $ 0.02 3.81 –
Common Stock Warrants	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 2,793,694 $ 0. 157 1.10 - Granted 10,363,322 .0193 2.78 – Exercised – – – – Canceled/forfeited/expired - - – – Outstanding at September 30, 2015 13,157,016 $ 0.152 2.30 – Warrants vested and exercisable at September 30, 2015 13,157,016 $ 0.152 2.30 –

8. DISCONTINUED OPERATION (Tabl

8. DISCONTINUED OPERATION (Tables)	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Discontinued operation summary of operating results	Fair value of consideration $ 629,668 Fair value of retained non-controlling investment – Carrying value of non-controlling interest (215,861 ) 413,807 Less: carrying value of former subsidiary's net assets (1,439,077 ) Gain on disposal of LP&L's interest and retained non-controlling investment $ 1,852,884 Loss from discontinued operation from January 1, 2015 to April 7, 2015 $ (278,463 )
Carrying value of former subsidiary's net assets	Cash $ 37,294 Accounts receivable 804,137 Inventory 14,802 Collateral Postings 136,997 Accrued Revenue 414,683 Fixed assets 29,475 Collateral Deposit 200,000 Accounts payable and accrued liabilities (1,658,957 ) Note Payable-related party (117,124 ) Note payable (837,040 ) Due to Premier (463,344 ) Carrying value of former subsidiary's net assets $ (1,439,077 )

9. RELATED PARTY TRANSACTIONS (

9. RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	September 30, 2015 December 31, 2014 iCapital Advisory – Consulting fees $ 83,349 $ 80,750 Jamp Promotion - Commissions – 85,462 Sebo Service - Commissions – 36,021 $ 83,349 $ 202,233

1. NATURE OF OPERATIONS (Detail

1. NATURE OF OPERATIONS (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended
	Oct. 22, 2014	Feb. 28, 2013
The Power Company USA,LLC
Acquisition interest		80.00%
Common stock issued in acquisition, shares issued		30,000,000
Common stock issued in acquisition, value		$ 4,500,000
Lexington Power & Light, LLC
Acquisition interest	85.00%
Common stock issued in acquisition, shares issued	7,500,000
Promissory note issued for acquisition	$ 500,000
Contingent liability	$ 1,000,000

1. FAIR VALUE MEASUREMENTS (Det

1. FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Nonrecurring [Member] - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Fair value of convertible note derivative liability	$ 321,122	$ 0
Fair Value, Inputs, Level 1 [Member]
Fair value of convertible note derivative liability	0	0
Fair Value, Inputs, Level 2 [Member]
Fair value of convertible note derivative liability	0	0
Fair Value, Inputs, Level 3 [Member]
Fair value of convertible note derivative liability	$ 321,122	$ 0

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Allowance for bad debts	$ 27,136		$ 27,136		$ 0
Net loss from discontinued operations	0	$ 0	(278,463)	$ 0
Cash equivalents	0		0		$ 0
Convertible debt	$ 2,085,792		$ 2,085,792
Options [Member]
Antidilutive shares			4,650,000		4,000,000
Warrants
Antidilutive shares			13,157,016		2,793,694
Lexington Power & Light, LLC
Net loss from discontinued operations			$ (215,861)

2. GOING CONCERN (Details Narra

2. GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Going Concern Details Narrative
Accumulated deficit	$ (21,940,773)		$ (21,940,773)		$ (21,326,640)
Net loss from continuing operations	$ (765,440)	$ (570,731)	(2,191,978)	$ (2,584,532)
Net cash used in operating activities			$ (2,270,305)	$ (2,367,970)

3. ACQUISITIONS & GOODWILL (Det

3. ACQUISITIONS & GOODWILL (Details - Goodwill) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Balances, beggining	$ 4,000,000
Balance, ending	4,000,000	$ 4,000,000
The Power Company USA,LLC
Balances, beggining	4,000,000	4,500,000
Aggregate goodwill acquired	0	0
Impairment losses	0	(500,000)
Balance, ending	4,000,000	4,000,000
Lexington Power & Light, LLC
Balances, beggining	0	0
Aggregate goodwill acquired	0	2,859,151
Impairment losses	0	(2,859,151)
Balance, ending	0	0
Total Company
Balances, beggining	4,000,000	4,555,750
Aggregate goodwill acquired	0	2,859,151
Impairment losses	0	(3,414,901)
Balance, ending	$ 4,000,000	$ 4,000,000

3. ACQUISITIONS & GOODWILL (D29

3. ACQUISITIONS & GOODWILL (Details - Acquisitions) - USD ($)	1 Months Ended	2 Months Ended	9 Months Ended
	Oct. 22, 2014	Feb. 28, 2013	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Goodwill			$ 4,000,000	$ 4,000,000
Non Controlling interest			(287,264)	(499,702)
The purchase price consists of the following:
Amortization of goodwill			225,000
The Power Company USA,LLC
Goodwill		$ 4,500,000	4,000,000	4,000,000	$ 4,500,000
Total assets acquired		4,500,000
The purchase price consists of the following:
Common Stock		4,500,000
Total purchase price		$ 4,500,000
Lexington Power & Light, LLC
Cash	$ 985,798
Accounts receivable	383,819
Inventory	55,020
Accrued Revenue	337,522
Fixed assets	35,342
Goodwill	2,859,151		$ 0	$ 0	$ 0
Other assets	527,177
Total assets acquired	5,183,828
Accounts payable and accrued liabilities	(1,960,176)
Note payable	(1,175,268)
Long term note payable	(200,000)
Total liabilities acquired	(3,335,444)
Non Controlling interest	151,616
Net assets acquired	2,000,000
The purchase price consists of the following:
Note payable	500,000
Cash	750,000
Common Stock	750,000
Total purchase price	$ 2,000,000

4. CONVERTIBLE NOTES PAYABLE (D

4. CONVERTIBLE NOTES PAYABLE (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)
Original issue discount	$ 565,519
Unamortized debt discount	508,660
Amortization of debt discount	56,859
Interest expense	256,819
Convertible Notes Payable [Member]
Convertible notes face value	$ 1,346,500
Interest rate minimum	10.00%
Interest rate maximum	18.00%
Range of maturity dates - start date	Jul. 15, 2019
Range of maturity dates - last date	Jun. 22, 2020
Convertible Notes Payable 2[Member]
Convertible notes face value	$ 1,559,500
Interest rate stated	12.00%
Range of maturity dates - start date	Mar. 9, 2017
Range of maturity dates - last date	Sep. 24, 2018

5. NOTES PAYABLE (Detail Narrat

5. NOTES PAYABLE (Detail Narrative)	Sep. 30, 2015USD ($)
Lexington note payable 1
Notes payable, face value	$ 325,000
Note payable outstanding	0
Lexington note payable 2
Notes payable, face value	175,000
Note payable outstanding	$ 0

6. DERIVATIVE LIABILITY (Detail

6. DERIVATIVE LIABILITY (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
Derivative liability
Derivative liabilities as of December 31, 2014	$ 0
Change in fair value of derivative liability	0
Derivative on new loans	321,122
Settlement of derivative liability due to conversion of related notes	0
Derivative liabilities as of September 30, 2015	$ 321,122

6. DERIVATIVE LIABILITY (Deta33

6. DERIVATIVE LIABILITY (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Debt discount on convertible feature of derivative liability	$ 321,122
Interest expense related to amortization of debt discount	$ 9,574

7. STOCKHOLDERS EQUITY (Details

7. STOCKHOLDERS EQUITY (Details-Option activity) - Options - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Number Outstanding
Beginning Balance	4,000,000
Granted	1,000,000
Exercised	0
Canceled/forfeited/expired	(350,000)
Ending Balance	4,650,000	4,000,000
Options vested and exercisable	4,650,000
Weighted - Average Exercise Price Per Share
Weighted average exercise price, beginning price	$ .02
Canceled/forfeited/expired	.06
Weighted average exercise price, ending balance	.02	$ .02
Weighted average exercise price per share, vested and exercisable	$ .02
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life, outstanding	3 years 9 months 22 days	4 years 2 months 1 day
Weighted average remaining contractual life, vested and exercisable	3 years 9 months 22 days
Aggregate Intrinsic Value
Aggregate intrinsic value	$ 0
Aggregate intrinsic value vested and exercisable	$ 0

7. STOCKHOLDERS' EQUITY (Detail

7. STOCKHOLDERS' EQUITY (Details-Warrant activity) - Warrants - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Number of Warrants Outstanding
Warrants outstanding, beginning balance	2,793,694
Warrants granted	10,363,322
Warrants exercised	0
Warrants canceled/forfeited/expired	0
Warrants outstanding, ending balance	13,157,016	2,793,694
Warrants vested and exercisable	13,157,016
Weighted - Average Exercise Price Per Share
Weighted average exercise price outstanding, beginning balance	$ .157
Granted	.0193
Weighted average exercise price outstanding, ending balance	.152	$ .157
Warrants weighted average exercise price vested and exercisable	$ .152
Weighted - Average Remaining Contractual Life (Years)
Warrants weighted average remaining contractual life	2 years 9 months	1 year 1 month 6 days
Warrants weighted average remaining contractual life, granted	2 years 9 months 11 days
Warrants vested and exercisable weighted average remaining contractual life	2 years 9 months

7. STOCKHOLDERS' EQUITY (Deta36

7. STOCKHOLDERS' EQUITY (Details Narrative)	9 Months Ended
	Sep. 30, 2015USD ($)shares
Equity [Abstract]
Stock issued for cash, shares issued | shares	8,445,776
Stock issued for cash, value	$ 208,206
Stock issued for services, shares issued | shares	2,247,889
Stock issued for services, value	$ 147,938
Stock based compensation	783,253
Unrecognized share based compensation	$ 89,064

8. DISCONTINUED OPERATION (Deta

8. DISCONTINUED OPERATION (Details - operating results) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Gain on disposal of LP&L's interest and retained non-controlling investment	$ 0	$ 0	$ 1,852,883	$ 0
Loss from discontinued operation	0	$ 0	(278,463)	$ 0
Lexington Power & Light, LLC
Fair value of consideration	629,668		629,668
Fair value of retained non-controlling investment	0		0
Carrying value of NCI	(215,861)		(215,861)
Total net value	413,807		413,807
Less: carrying value of former subsidiary's net assets	$ (1,439,077)		(1,439,077)
Gain on disposal of LP&L's interest and retained non-controlling investment			1,852,884
Loss from discontinued operation			$ (278,463)

8. DISCONTINUED OPERATION (De38

8. DISCONTINUED OPERATION (Details - Carrying value) - The Power Company USA,LLC	Sep. 30, 2015USD ($)
Cash	$ 37,294
Accounts receivable	804,137
Inventory	14,802
Collateral Postings	136,997
Accrued Revenue	414,683
Fixed assets	29,475
Collateral Deposit	200,000
Accounts payable and accrued liabilities	(1,658,957)
Note Payable-related party	(117,124)
Note payable	(837,040)
Due to Premier Holding Corp	(463,344)
Carrying value of former subsidiary's net assets	$ (1,439,077)

9. RELATED PARTY TRANSACTIONS39

9. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Related party payables	$ 83,349	$ 202,233
iCapital Advisory [Member]
Related party payables	83,349	80,750
Jamp Promotion [Member]
Related party payables	0	85,462
Sebo Service [Member]
Related party payables	$ 0	$ 36,021

9. RELATED PARTY TRANSACTIONS40

9. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Letcavage
Officer compensation	$ 182,500	$ 175,000