Premier Holding (PRHL) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 13, 2016
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	Mar. 31, 2016
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		227,703,627
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 493,336	$ 395,726
Accounts Receivable, net	503,392	444,843
Prepaid expenses	207,018	102,418
Inventory	82,359	82,533
Related party receivable	6,537	0
Total Current Assets	1,292,642	1,025,520
Other Assets
Equipment, net	125,781	134,745
Goodwill	4,000,000	4,000,000
Total Assets	5,418,423	5,160,265
Current Liabilities:
Accounts payable and accrued liabilities	411,965	508,083
Accounts payable - related party	166,150	171,081
Convertible note, net	1,882,667	1,780,482
Notes payable	90,974	98,668
Lawsuit liability	18,000	26,000
Derivative liability	1,627,000	1,484,000
Total Liabilities	$ 4,196,756	$ 4,068,314
Commitments and Contingencies (Note 9)
Stockholders' Equity:
Common stock, $0.0001 par value, 450,000,000 shares authorized; 220,218,627 and 204,400,850 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively	$ 22,022	$ 20,440
Common stock to be issued	4,000	4,000
Treasury stock	(869,000)	(869,000)
Additional paid in capital	27,420,006	26,108,346
Accumulated deficit	(24,965,978)	(23,796,018)
Total Premier Holding Corporation stockholders' equity	1,611,095	1,467,813
Non-controlling interest	(389,428)	(375,862)
Total Stockholders' Equity	1,221,667	1,091,951
Total Liabilities and Stockholders' Equity	5,418,423	5,160,265
Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	0	0
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	20	20
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	$ 25	$ 25

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Stockholders' Equity:
Preferred stock, outstanding shares	450,000	450,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	450,000,000	450,000,000
Common stock, issued shares	220,218,627	204,400,850
Common stock, outstanding shares	220,218,627	204,400,850
Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	42,750,000	42,750,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	7,000,000	7,000,000
Preferred stock, issued shares	200,000	200,000
Preferred stock, outstanding shares	200,000	200,000
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	250,000	250,000
Preferred stock, issued shares	250,000	250,000
Preferred stock, outstanding shares	250,000	250,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue
TPC commission revenue	$ 1,092,692	$ 1,089,085
Product revenue	72,309	39,474
Total Revenue	1,165,001	1,128,559
Cost of Sales	51,488	31,253
Gross Profit	1,113,513	1,097,306
Operating expenses:
Selling, general and administrative	2,151,863	1,627,188
Total operating expenses	2,151,863	1,627,188
Operating loss	(1,038,350)	(529,882)
Other income (expense):
Interest expense	(410,176)	(41,681)
Gain on change in fair value of derivative liability	265,000	0
Total other expense	(145,176)	(41,681)
Loss from operations before income taxes, non-controlling interest, and discontinued operations	(1,183,526)	(571,563)
Income taxes	0	0
Loss before non-controlling interest and discontinued operations	(1,183,526)	(571,563)
Discontinued operations
Loss from discontinued operations	0	(278,463)
Loss from discontinued operations	0	(278,463)
Net Loss	(1,183,526)	(850,026)
Net Loss attributable to non-controlling interest	13,566	43,117
Net loss attributable to Premier Holding Corporation	(1,169,960)	(806,910)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Loss attributable to continuing operations	$ (1,169,960)	$ (806,910)
Net loss per common share - basic and diluted	$ (.01)	$ 0
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Loss from discontinued operations	$ 0	$ (278,463)
Net loss per common share from discontinued operations - basic and diluted	$ 0	$ 0
Weighted average number of common shares - basic and diluted	211,994,739	183,365,454

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		23 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Mar. 31, 2016
Cash Flows from Operating Activities:
Net loss	$ (1,183,526)	$ (850,026)
Adjustments to reconcile net loss to cash used in operating activities:
Loss from discontinued operations	0	278,463
Shares based payments issued for services	440,608	70,000
Gain on change in fair value of derivative liability	(265,000)	0
Warrants and options issued for services	0	64,127
Depreciation and amortization expense	10,020	8,816
Amortization of debt discounts	293,418	0
Changes in operating assets and liabilities:
Accounts receivable	(58,549)	(47,888)
Prepaid expenses	(104,600)	(9,894)
Inventory	174	27,517
Accounts payable and accrued liabilities	(96,118)	(90,543)
Net cash used by discontinued operations	0	(112,500)
Net cash used in operating activities	(963,573)	(661,928)
Cash Used in Investing activities:
Purchase of equipment	(1,056)	0
Net cash used in investing activities	(1,056)	0
Cash Flows from Financing activities:
Net advances from related party	(11,468)	17,218
Payment for notes payable	(7,694)	(37,000)
Proceeds from common stock payable	0	6,001
Proceeds from sale of common stock	804,401	97,664
Proceeds from convertible notes payable	285,000	508,000
Payment of lawsuit liability	(8,000)	0	$ (92,000)
Net cash provided by financing activities	1,062,239	591,883
Net change in cash	97,610	(70,045)
Cash at beginning of period	395,726	673,092
Cash at end of period	493,336	603,047	$ 493,336
Supplemental Information:
Interest	165,550	0
Income taxes	0	0
Non-Cash Investing and Financing Activities:
Debt discount due to warrants included with convertible notes	68,233	97,428
Debt discount due to derivative liabilities	235,000	0
Debt discount in excess of debt charged to interest expense	$ 173,000	$ 0

1. NATURE OF OPERATIONS AND BAS

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	Company Overview Premier Holding Corporation (the “Company”) is an energy services holding company. The Company provides an array of energy services through its subsidiary companies, Energy Efficiency Experts, Inc. (“E3”) and The Power Company USA, LLC (“TPC”). The Company provides solutions that enable customers to lower their electricity rates, reduce their energy consumption, lower their operating and maintenance costs, and realize environmental benefits. The Company’s comprehensive set of services includes competitive electricity plans and upgrades to a facility’s energy infrastructure. The Company 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, the Company 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. The Company is organized with a holding company structure such that the Company provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies for its subsidiaries. In 2012, the Company acquired a unique marquee technology for energy efficient lighting, the E-Series controller developed by Active ES. This patented technology provides an upgrade for existing HID lamps for high-bay indoor and outdoor applications where the other then current options for efficiency were new and untested, and expensive. This technology is being marketed by E3. In the first quarter of 2013, the Company acquired an 80% stake in TPC, a deregulated power broker in Illinois. By the end of that quarter, TPC had over 11,000 clients and has been adding between 1,000 and 3,000 clients per month. The Company now has sold well over 200,000 residential equivalent contracts and typically closes over 5,000 contracts per month. Over 1,000 of these clients have commercial/industrial facilities such as small businesses, warehouses and distribution centers, which are candidates for E3. On October 22, 2014, the Company 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 marketed and sold 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 purchased electricity and natural gas on a wholesale basis pursuant to a combined supply and credit facility agreement. Under the Agreement, the Company 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, the Company 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 as per our default on our purchase obligations for the acquisition due to the non-performance of LP&L under the terms of the Agreement. Basis of Presentation The accompanying audited 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”). Principles of Consolidation The unaudited consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for the three months ended March 31, 2016. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of 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 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 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 and industrial, middle and large market companies. 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 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 March 31, 2016, the Company does not have any cash equivalents. 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. The balance of the allowance for bad debts was $51,000 as of March 31, 2016 and December 31, 2015. Inventory Inventory is stated at the lower of cost or market. At March 31, 2016, inventory consists of raw materials. Equipment Equipment consists of a vehicles and computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life, generally three to five years. 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. Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260, Earnings per Share As of March 31, 2016 and December 31, 2015, the Company had 450,000 shares of Preferred Stock outstanding. Net convertible debt as of March 31, 2016 was $1,882,667 and is convertible between three months to one year from the original loan agreement date. 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 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 the Company’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, 2015 $ – $ – $ 1,484,000 $ 1,484,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – March 31, 2016 $ – $ – $ 1,627,000 $ 1,627,000 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. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year beginning January 1, 2018. The expected adoption method of ASU 2016-01 is being evaluated by the Company and the adoption is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

2. GOING CONCERN AND MANAGEMENT

2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	3 Months Ended
	Mar. 31, 2016
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	As of March 31, 2016, the Company had an accumulated deficit of $24,965,978. For the three months ended March 31, 2016 and 2015, the Company incurred operating losses of $1,038,350 and $529,882, respectively, and used cash in operating activities of $963,573 and $661,928, 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 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 consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. ACQUISITIONS & GOODWILL

3. ACQUISITIONS & GOODWILL	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
ACQUISITIONS & GOODWILL	The following table presents details of the Company’s Goodwill as of March 31, 2016 and December 31, 2015: The Power Company Balances at January 1, 2015: $ 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at December 31, 2015: $ 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at March 31, 2016: $ 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 three months ended March 31, 2016 is $75,000.

4. CONVERTIBLE NOTES PAYABLE

4. CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	Between July 15, 2014 and December 21, 2015, the Company entered into convertible notes with third-parties for use as operating capital for a total of $1,358,500. 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 by assets of the Company and mature five years from the issuance date and automatically convert into share of common stock at a conversion price of 80% of the closing market price on the last day of the month upon which the maturity dates fall, unless an election is made for repayment in cash. 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 the average closing market price over the prior 30 days of trading. The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging, Between March 9, 2015 and March 30, 2016, the Company entered into convertible notes with third-parties for use as operating capital for a total of $2,064,800. 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 March 30, 2019. The notes are secured by assets of the Company 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 $684,371 for the fair value of these warrants through March 31, 2016, 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 $522,953. The total debt discount recorded during the three months ended March 31, 2016 and 2015 was $68,233 and $97,428, respectively. Interest expense related to the amortization of this debt discount for the three months ended March 31, 2016 and 2015 was $55,591 and $1,162, respectively. During the three months ended March 31, 2016 and 2015, the Company recorded interest expense of $410,176 and $41,681, respectively.

5. DERIVATIVE LIABILITY

5. DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	The embedded conversion feature in the convertible debt instruments (the “Notes”) 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 valuation of the derivative liability attached to the convertible debt was determined by management using a binomial pricing model that values the derivative liability within the notes. Using the results from the model, the Company recorded a derivative liability of $1,627,000 for the fair value of the convertible feature included in the Company’s convertible debt instruments as of March 31, 2016. The derivative liability recorded for the convertible feature created a debt discount of $1,127,000, which is being amortized over the remaining term of the notes 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 three months ended March 31, 2016, was $64,827. Additionally, $173,000 of debt discount was charged to interest expense during the three months ended March 31, 2016 , representing the amount of debt discount in excess of the convertible debt. Key inputs and assumptions used to value the embedded conversion feature in the month the Notes became convertible were as follows: · The value of a share of Company stock on March 31, 2016, the measurement date - $0.052 (per the over-the-counter market quotes); · The average conversion price of all Notes issued in their month of issuance, with such conversion price determined based on 80% of the average over-the-counter market price for the 30 days preceding the one-year anniversary of all Notes in that month’s pool; · The number of shares into which Notes in pool would convert - face amount of the Notes in that month’s pool divided by the average conversion price for Notes included in that month’s pool; · Risk free rate - 2.5%; · Dividend yield - 0.0%; · Assumed annual volatility of Company stock – 128.8%; and · The Company would be unable to repay the notes within their term. Additional key inputs and assumptions used to value the embedded conversion feature as of March 31, 2016: · Conversion price - $0.0476, based on 80% of the average quoted market price for the Company’s common stock for the 30-day period ended March 31, 2016; and · Number of shares into which Notes would convert - face value of Notes divided by $0.0476. The following table summarizes the derivative liability included in the consolidated balance sheet: Derivative liability as of December 31, 2015 $ 1,484,000 Change in fair value of derivative liability (265,000 ) Derivative on new loans 408,000 Derivative liability as of March 31, 2016 $ 1,627,000

6. STOCKHOLDERS' EQUITY

6. STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2016
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 December 31, 2015, there were 200,000 Series A Non-Voting Convertible Stock shares and 250,000 Series B Voting Convertible Preferred Stock shares 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 Preferred Stock”). On April 1, 2014, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock in Nevada of which the Company is authorized to issue up to 7,000,000 shares with a par value of $0.0001 per share. In general, each share of Series A Preferred Stock has no voting or dividend rights, a stated value of $1.00 per share (the “Stated Value”), and is convertible nine months after issuance into common stock at the conversion price equal to one-tenth (1/10) of the Stated Value, or at $0.10 per common share. On December 11, 2015, the Board of Directors of the Company approved the creation of the Corporation’s Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”). On December 16, 2015, the Corporation filed a Certificate of Designation for the Series B Preferred Stock in Nevada of which the Company is authorized to issue up to 250,000 shares with a par value of $0.0001 per share. Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock. Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock of the Company at any meeting of stockholders of the Company at which stockholders have the right to vote. Series B Preferred Stock shall have voting rights for a period of three years from the date of issuance. On the third anniversary of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock shall be converted into four shares of common stock without further action of the Board of Directors. Series B Preferred Stock shall have the same dividends per share and, except as provided above, the same powers, designations, preferences and relative rights, qualifications, limitations or restrictions as those of shares of Series A Preferred Stock of the Company. Common Stock During the three months ended March 31, 2016, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 9,455,000 shares of its common stock in amount of $804,400. Additionally, 7,377,084 shares of common stock were issued for consulting services valued at $0.052 to $0.070 per share, based upon the fair value of the common stock on the measurement date totaling $440,608, which was recognized immediately as general and administrative expense. 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. Options for Common Stock A summary of option activity for the three months ended March 31, 2016 is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 1,650,000 $ 0.04 4.53 $ – Granted – – – – Exercised (4,000,000 ) – – – Canceled/forfeited/expired (350,000 ) 0.06 – – Outstanding at December 31, 2015 1,650,000 0.04 4.53 – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at March 31, 2016 1,650,000 0.04 4.28 – Options vested and exercisable at March 31, 2016 1,650,000 $ 0.04 4.28 $ – 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 a retroactive 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. The Company recorded $355,725 and $516,591 as his stock based compensation related to the stock options for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, $872,316 had been recorded as his stock based compensation related to the stock options, with $0 unrecognized cost related to the stock options remaining. On October 8, 2015, Mr. Letcavage exercised 4,000,000 options for common stock at an aggregate price of $10,000, which was paid through the reduction of accounts payable owed Mr. Letcavage. 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 March 31, 2016 is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 2,793,694 $ 0.157 1.10 $ – Granted 12,428,629 0.194 2.58 – Exercised – – – – Canceled/forfeited/expired (2,793,694 ) – – – Warrants vested and exercisable at December 31, 2015 12,428,629 0.194 2.58 – Granted 1,899,986 0.200 2.86 – Exercised – – – – Canceled/forfeited/expired – Outstanding at March 31, 2016 14,328,615 0.195 2.40 – Warrants vested and exercisable at March 31, 2016 14,328,615 $ 0.195 2.40 $ – During the three months ended March 31, 2016, the Company issued 1,899,986 warrants included with certain convertible notes payable (see Note 4) with a value of $68,232. 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 years, risk free rates of between 0.85 and 1.32 percent, and annualized volatility of between 126% and 133%.

7. DISCONTINUED OPERATION

7. DISCONTINUED OPERATION	3 Months Ended
	Mar. 31, 2016
Discontinued operations
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 , 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 had 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. Major assets and liabilities of the discontinued operation of LP&L are as follows as of December 31, 2014: December 31, 2014 Cash $ 23,698 Accounts receivable 810,446 Inventory 42,319 Collateral Postings 286,997 Accrued Revenue 479,406 Fixed assets 33,928 Collateral Deposit 200,000 Assets of discontinued operations $ 1,876,694 Accounts payable and accrued liabilities 1,209,359 Note Payable-related party 141,860 Note payable 991,400 Current liabilities of discontinued operations $ 2,342,619 Major line items constituting net loss of the discontinued operations of LP&L are as follows for the periods from January 1, 2015 through April 7, 2015 (deconsolidation): 2015 Revenues $ 2,287,851 Cost of sales 2,144,747 Gross profit 143,104 Selling, general and administrative expenses 421,567 Loss on discontinued operations $ (278,463 )

8. RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	During the three months ended March 31, 2016 and 2015, Mr. Letcavage (directly or through related entities) recorded $60,000 and $60,000, respectively as compensation for his role as our CEO and CFO. The following tables outline the related parties associated with the Company and amounts due or receivable 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 Mason Ventures and Sebo Services Companies owned by Shadie Kalkas, the managing director of TPC Amounts due to related parties March 31, 2016 December 31 2015 iCapital Advisory – consulting fees $ 75,650 $ 75,543 Jamp Promotion – commissions 90,500 90,500 Mason Ventures and Sebo Services – net loans – 5,038 $ 166,150 $ 171,081 Related party receivable - Mason Ventures and Sebo Services $ 6,537 $ – During the three months ended March 31, 2016, the Company received loans from Mason Ventures of approximately $330,000 and repaid approximately $342,000. The loans are unsecured and non-interest bearing. 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

9. COMMITMENTS AND CONTINGENCIE

9. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Operating lease For the operations of TPC, the Company leases 4,260 square feet of office space at 1165 N. Clark Street, Chicago, Illinois under a 65 month operating lease through March 2019. The monthly base rent is approximately $9,415 per month and increases each year during the term of the lease. 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 March 31, 2016, the Company has made payments totaling $92,000, of which the balance of $18,000 is recorded on the balance sheet at March 31, 2016. 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. Lexington Power & Light, LLC 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 December 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.

10. SUBSEQUENT EVENTS

10. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	In May of 2016, the Company issued an aggregate of 3,050,000 shares of the Company’s common stock for services with a total fair value of $186,550. In May of 2016, the Company issued an aggregate of 4,435,000 shares of the Company’s common stock to accredited investors for total proceeds of $177,400. On May 9, 2016, the Company received proceeds of $8,000 from an accredited investor for 200,000 common shares not yet issued as of May 13, 2016.

1. SIGNIFICANT ACCOUNTING POLIC

1. SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited 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”).
Principles of Consolidation	Principles of Consolidation The unaudited consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for the three months ended March 31, 2016. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of 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 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 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 and industrial, middle and large market companies. 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
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 March 31, 2016, the Company does not have any cash equivalents.
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. The balance of the allowance for bad debts was $51,000 as of March 31, 2016 and December 31, 2015.
Inventory	Inventory Inventory is stated at the lower of cost or market. At March 31, 2016, inventory consists of raw materials.
Equipment	Equipment Equipment consists of a vehicles and computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life, generally three to five years.
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.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260, Earnings per Share As of March 31, 2016 and December 31, 2015, the Company had 450,000 shares of Preferred Stock outstanding. Net convertible debt as of March 31, 2016 was $1,882,667 and is convertible between three months to one year from the original loan agreement date.
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 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 the Company’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, 2015 $ – $ – $ 1,484,000 $ 1,484,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – March 31, 2016 $ – $ – $ 1,627,000 $ 1,627,000
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.
Concentrations 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year beginning January 1, 2018. The expected adoption method of ASU 2016-01 is being evaluated by the Company and the adoption is not expected to have a significant impact on the Company’s consolidated financial position or results of operations. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

1. NATURE OF OPERATIONS (Tables

1. NATURE OF OPERATIONS (Tables)	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Level 3 derivative liabilities	Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – December 31, 2015 $ – $ – $ 1,484,000 $ 1,484,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – March 31, 2016 $ – $ – $ 1,627,000 $ 1,627,000

3. ACQUISITIONS & GOODWILL (Tab

3. ACQUISITIONS & GOODWILL (Tables)	3 Months Ended
	Mar. 31, 2016
Schedule of goodwill	The Power Company Balances at January 1, 2015: $ 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at December 31, 2015: $ 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at March 31, 2016: $ 4,000,000
TPC [Member]
Schedule of goodwill	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

5. DERIVATIVE LIABILITY (Tables

5. DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability	Derivative liability as of December 31, 2015 $ 1,484,000 Change in fair value of derivative liability (265,000 ) Derivative on new loans 408,000 Derivative liability as of March 31, 2016 $ 1,627,000

6. STOCKHOLDERS' EQUITY (Tables

6. STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Common stock options	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 1,650,000 $ 0.04 4.53 $ – Granted – – – – Exercised (4,000,000 ) – – – Canceled/forfeited/expired (350,000 ) 0.06 – – Outstanding at December 31, 2015 1,650,000 0.04 4.53 – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at March 31, 2016 1,650,000 0.04 4.28 – Options vested and exercisable at March 31, 2016 1,650,000 $ 0.04 4.28 $ –
Common stock warrants	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2015 2,793,694 $ 0.157 1.10 $ – Granted 12,428,629 0.194 2.58 – Exercised – – – – Canceled/forfeited/expired (2,793,694 ) – – – Warrants vested and exercisable at December 31, 2015 12,428,629 0.194 2.58 – Granted 1,899,986 0.200 2.86 – Exercised – – – – Canceled/forfeited/expired – Outstanding at March 31, 2016 14,328,615 0.195 2.40 – Warrants vested and exercisable at March 31, 2016 14,328,615 $ 0.195 2.40 $ –

7. DISCONTINUED OPERATION (Tabl

7. DISCONTINUED OPERATION (Tables)	3 Months Ended
	Mar. 31, 2016
Discontinued operations
Operating results for discontinued operations	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 net assets on the deconsolidation date	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 )
Major assets and liabilities of the discontinued operation	December 31, 2014 Cash $ 23,698 Accounts receivable 810,446 Inventory 42,319 Collateral Postings 286,997 Accrued Revenue 479,406 Fixed assets 33,928 Collateral Deposit 200,000 Assets of discontinued operations $ 1,876,694 Accounts payable and accrued liabilities 1,209,359 Note Payable-related party 141,860 Note payable 991,400 Current liabilities of discontinued operations $ 2,342,619
Major line items constituting net loss of the discontinued operations	2015 Revenues $ 2,287,851 Cost of sales 2,144,747 Gross profit 143,104 Selling, general and administrative expenses 421,567 Loss on discontinued operations $ (278,463 )

8. RELATED PARTY TRANSACTIONS (

8. RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related party transactions	Amounts due to related parties March 31, 2016 December 31 2015 iCapital Advisory – consulting fees $ 75,650 $ 75,543 Jamp Promotion – commissions 90,500 90,500 Mason Ventures and Sebo Services – net loans – 5,038 $ 166,150 $ 171,081 Related party receivable - Mason Ventures and Sebo Services $ 6,537 $ –

1. NATURE OF OPERATIONS (Detail

1. NATURE OF OPERATIONS (Details-Fair Value Measurements) - Fair Value, Measurements, Nonrecurring [Member] - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Fair value of convertible note derivative liability	$ 1,627,000	$ 1,484,000
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	$ 1,627,000	$ 1,484,000

1. NATURE OF OPERATIONS (Deta24

1. NATURE OF OPERATIONS (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Allowance for bad debts	$ 51,000	$ 51,000
Preferred stock outstanding	450,000	450,000
Convertible debt outstanding	$ 1,882,667
Options [Member]
Antidilutive shares	1,650,000	1,650,000
Warrants [Member]
Antidilutive shares	14,328,615	12,428,629

2. GOING CONCERN AND MANAGEME25

2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Going Concern And Managements Liquidity Plans
Accumulated deficit	$ (24,965,978)		$ (23,796,018)
Operating losses	(1,038,350)	$ (529,882)
Net cash used in operating activities	$ (963,573)	$ (661,928)

3. ACQUISITIONS & GOODWILL (Det

3. ACQUISITIONS & GOODWILL (Details - Goodwill) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Goodwill, beginning balance	$ 4,000,000	$ 4,000,000
Aggregate goodwill acquired	0	0
Impairment losses	0	0
Goodwill, ending balance	4,000,000	4,000,000
The Power Company USA, LLC [Member]
Goodwill, beginning balance	4,000,000
Aggregate goodwill acquired	0	0
Impairment losses	0	0
Goodwill, ending balance	$ 4,000,000	$ 4,000,000

3. ACQUISITIONS & GOODWILL (D27

3. ACQUISITIONS & GOODWILL (Details - Acquisitions) - USD ($)	2 Months Ended
	Feb. 28, 2013	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill		$ 4,000,000	$ 4,000,000	$ 4,000,000
Non Controlling interest		(389,428)	(375,862)
The Power Company USA, LLC [Member]
Goodwill	$ 4,500,000	$ 4,000,000	$ 4,000,000
Total assets acquired	4,500,000
The purchase price consists of the following:
Common Stock	4,500,000
Total purchase price	$ 4,500,000

3. ACQUISITIONS & GOODWILL (D28

3. ACQUISITIONS & GOODWILL (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Business Combinations [Abstract]
Amortization expense	$ 75,000

4. CONVERTIBLE NOTES PAYABLE (D

4. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Unamortized debt discount	$ 510,311
Interest expense	410,176	$ 41,681
Convertible Notes Payable [Member]
Convertible notes face value	$ 2,064,800		$ 1,358,500
Interest rate stated	12.00%
Range of maturity dates - start date	Mar. 9, 2017		Jul. 15, 2019
Range of maturity dates - last date	Mar. 30, 2019		Aug. 6, 2020
Original issue discount	$ 684,371
Unamortized debt discount	522,953
Amortization of debt discount	68,233	97,428
Interest expense related to debt discount	$ 55,591	$ 1,162
Convertible Notes Payable [Member] | Minimum [Member]
Interest rate stated			10.00%
Convertible Notes Payable [Member] | Maximum [Member]
Interest rate stated			18.00%

5. DERIVATIVE LIABILITY (Detail

5. DERIVATIVE LIABILITY (Details)	3 Months Ended
	Mar. 31, 2016USD ($)
Derivative liability
Derivative liabilities, beginning balance	$ 1,484,000
Change in fair value of derivative liability	(265,000)
Derivative on new loans	408,000
Derivative liabilities, ending balance	$ 1,627,000

5. DERIVATIVE LIABILITY (Deta31

5. DERIVATIVE LIABILITY (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Debt discount on convertible feature of derivative liability	$ 1,127,000
Interest expense related to amortization of debt discount	64,827
Debt discount charged to interest expense	$ 173,000

6. STOCKHOLDERS' EQUITY (Detail

6. STOCKHOLDERS' EQUITY (Details-Option activity) - Options [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Number Outstanding
Options outstanding, beginning balance	1,650,000	1,650,000
Options granted	0	0
Options exercised	0	(4,000,000)
Options canceled/forfeited/expired	0	(350,000)
Options outstanding, ending balance	1,650,000	1,650,000
Options vested and exercisable	1,650,000
Weighted - Average Exercise Price Per Share
Weighted average exercise price, options outstanding, beginning balance	$ .04	$ .04
Weighted average exercise price, options granted
Weighted average exercise price, options exercised
Weighted average exercise price, options canceled/forfeited/expired		.06
Weighted average exercise price, options outstanding, ending balance	$ 0.04	$ .04
Options vested and exercisable Ending Balance	$ 0.04
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life, options outstanding	4 years 3 months 11 days	4 years 6 months 11 days
Weighted average remaining contractual life, options vested and exercisable	4 years 3 months 11 days
Aggregate Intrinsic Value
Aggregate intrinsic value, options outstanding	$ 0

6. STOCKHOLDERS' EQUITY (Deta33

6. STOCKHOLDERS' EQUITY (Details-Warrant activity) - Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of Warrants Outstanding
Warrants outstanding, beginning balance	12,428,629	2,793,694
Warrants granted	1,899,986	12,428,629
Warrants exercised	0	0
Warrants canceled/forfeited/expired	0	(2,793,694)
Warrants outstanding, ending balance	14,328,615	12,428,629	2,793,694
Warrants vested and exercisable	14,328,615
Weighted Average Exercise Price Per Share
Warrants weighted average exercise price, beginning balance	$ 0.194	$ 0.157
Warrants weighted average exercise price, granted	$ 0.200	$ 0.194
Warrants weighted average exercise price,, exercised
Warrants weighted average exercise price, canceled/forfeited/expired
Weighted average exercise price, ending balance	$ 0.195	$ 0.194	$ 0.157
Warrants Weighted average exercise price, vested and exercisable	$ .195
Weighted Average Remaining Contractual Life (Years)
Warrants weighted average remaining contractual life	2 years 4 months 24 days	2 years 6 months 29 days	1 year 1 month 6 days
Warrants weighted average remaining contractual life, granted	2 years 10 months 10 days	2 years 6 months 29 days
Warrants weighted average remaining contractual life, vested and exercisable	2 years 4 months 24 days

6. STOCKHOLDERS' EQUITY (Deta34

6. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Proceeds from common stock	$ 804,401	$ 97,664
Randy Letcavage [Member]
Allocated stock based compensation			$ 355,725	$ 516,591
Accredited Investors [Member]
Stock issued new, shares	9,455,000
Proceeds from common stock	$ 804,400
Stock issued for consulting services, shares	7,377,084
Stock issued for consulting services, value	$ 440,608

7. DISCONTINUED OPERATION (Deta

7. DISCONTINUED OPERATION (Details - operating results) - USD ($)	3 Months Ended
	Mar. 31, 2016	Apr. 07, 2015	Mar. 31, 2015	Oct. 22, 2014
Loss from discontinued operation	$ 0		$ (278,463)
Lexington Power & Light, LLC [Member]
Fair value of consideration	629,668
Fair value of retained non-controlling investment	0
Carrying value of non-controlling interest	(215,861)
Total net value	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)	$ (278,463)

7. DISCONTINUED OPERATION (De36

7. DISCONTINUED OPERATION (Details - Carrying value) - Lexington Power & Light, LLC [Member] - USD ($)	Mar. 31, 2016	Dec. 31, 2014	Oct. 22, 2014
Cash		$ 23,698	$ 37,294
Accounts receivable		810,446	804,137
Inventory		42,319	14,802
Collateral Postings		286,997	136,997
Accrued Revenue		479,406	414,683
Fixed assets		33,928	29,475
Collateral Deposit		200,000	200,000
Assets of discontinued operations		1,876,694
Accounts payable and accrued liabilities		1,209,359	(1,658,957)
Note Payable-related party		141,860	(117,124)
Note payable		991,400	(837,040)
Current liabilities of discontinued operations		$ 2,342,619
Due to Premier Holding Corp			(463,344)
Carrying value of former subsidiary's net assets	$ (1,439,077)		$ 1,439,077

7. DISCONTINUED OPERATION (De37

7. DISCONTINUED OPERATION (Details - Net loss) - USD ($)	3 Months Ended
	Mar. 31, 2016	Apr. 07, 2015	Mar. 31, 2015
Loss on discontinued operations	$ 0		$ (278,463)
Lexington Power & Light, LLC [Member]
Revenues		$ 2,287,851
Cost of sales		2,144,747
Gross profit		143,104
Selling, general and administrative expenses		421,567
Loss on discontinued operations	$ (278,463)	$ (278,463)

8. RELATED PARTY TRANSACTIONS38

8. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Related party payables	$ 166,150	$ 171,081
Related party receivable	6,537	0
iCapital Advisory [Member]
Related party payables	76,650	75,543
Jamp Promotion [Member]
Related party payables	90,500	90,500
Mason Ventures and Sebo Service [Member]
Related party payables	0	5,038
Related party receivable	$ 6,537	$ 0

8. RELATED PARTY TRANSACTIONS39

8. RELATED PARTY TRANSACTIONS (Details Narrative) - Mason Ventures and Sebo Service [Member]	3 Months Ended
	Mar. 31, 2016USD ($)
Proceeds from related party	$ 330,000
Repayments to related party	$ 342,000