Premier Holding Corp.
4705 West Addisyn Court
Visalia, California 93291
(559) 732-8177
October 1, 2010
Mary Beth Breslin, Senior Attorney
Division of Corporate Finance
U.S. Securities and Exchange Commission
Mail Stop 3030
Washington, D.C. 20549
Re:
Premier Holding Corp.
Amendment No. 2 to Quarterly Report on Form 10Q/A
Filed October 1 2010
File No. 000-29482
Dear Ms. Breslin:
In response to your comment number 1 on the letter dated September 23, 2010, regarding the Quarterly Report on Form 10-Q/A for the period ended June 30, 2010, we note the following:.
We have amended the previously filed Form 10-Q/A to include the material weakness that explain the reasons for the adjusting journal entries not recorded by management.
We have amended the previously filed Form 10-Q/A to include the remediation plans for the material weaknesses identified.
I, on behalf of the Company, acknowledge that (i) the Company is responsible for the adequacy and accuracy of the disclosures in the filing; (ii) Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely yours,
/s/ Jack Gregory
JACK GREGORY
CEO
cc: Kenneth Eade
