UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2016
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the Transition Period from _________ to _________
Commission File Number: 000-53824
PREMIER HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 88-0344135 | |
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1382 Valencia, Unit F Tustin, CA | 92780 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(949) 260-8070
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Noþ.
As of August 15, 2016, there were 246,059,401 shares of registrant’s common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Premier Holding Corporation (the “Company,” “we”, “our” and “us”) for the three and six months ended June 30, 2016, as filed by the registrant on August 15, 2016 (the “Original Filing”). The purpose of this Amendment No. 1 is as follows:
(1) To clarify certain potentially conflicting or confusing language regarding the Company’s acquisition of all of the membership units of American Illuminating Company, LLC, a Connecticut limited liability company (“AIC”), from WWCD, LLC, a company incorporated in the State of Illinois (“WWCD”). As previously disclosed, on May 6, 2016, we entered into a definitive agreement with WWCD to acquire for $125,000 all membership units, including all licenses and contracts held, of AIC, a Federal Energy Regulatory Commission (FERC) licensed supplier of deregulated energy. We previously disclosed that “after final notifications and filings with regulatory agencies are complete, AIC is expected to begin supplying power immediately to our customers, will recruit additional resellers of deregulated power and provide them with our sales tools to streamline sales efforts, enforce compliance, and increase productivity.” That statement is correct, but we wish to clarify that consummation of the acquisition of AIC is subject to FERC approval, which has not yet been granted. As a result, any descriptions of AIC as our “subsidiary” or expectations of AIC’s operations or coordinated efforts with our other subsidiaries are qualified by our disclosure that consummation of the acquisition remains subject to FERC approval, and that AIC will have to obtain additional state, local, utility and other approvals in order to supply power to the Company’s clients in accordance with our cross selling plans. We can give no assurances of when, or if, such approvals will be granted.
(2) To note the following change in the Company Financial Statements for the three months ended June 30, 2016:
(i) Balance Sheet - Prepayments related to the AIC acquisition in the amount of $125,000 were erroneously included as “Intangible assets” and should have been recorded as “Deposit.”
(ii) Statement of Cash Flows - Prepayments related to the AIC acquisition in the amount of $125,000 were erroneously referenced as “Purchase of subsidiary – AIC, LLC” and should have been referenced as “Deposit.”
(iii) Note 3 to the Financial Statements contains a reference that “[o]n May 5, 2016, the Company acquired 100% of the outstanding membership interests of AIC, a FERC-licensed supplier of deregulated energy, for $125,000. The total purchase price was allocated to intangible assets for the value of the license. The initial accounting for the acquisition is not yet complete because the evaluations necessary to assess the fair value of the assets acquired are still in process.” As referenced above, the acquisition has not been consummated and the purchase price paid was allocated to prepayments pending FERC approval.
The corrections referenced above are not material to the Company or its financial results for the quarter.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 6 of the Original Filing is hereby amended and restated in its entirety, with the only changes being the addition of Exhibits 31.1, 31.2, and 32.1 filed herewith and related footnotes.
Except as specifically set forth herein, this Amendment No. 1 does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings with the Securities and Exchange Commission subsequent to the Original Filing.
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PREMIER HOLDING CORPORATION
FORM 10-Q/A
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016
TABLE OF CONTENTS
| Page | ||
| PART II. OTHER INFORMATION | 4 | |
| ITEM 6. | Exhibits | 4 |
| SIGNATURES | 5 | |
| 3 |
PART II – OTHER INFORMATION
Item 6. Exhibits
| No. | Description |
| 31.1* | Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101** | Financial statements formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text. |
*Filed herewith
* *Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PREMIER HOLDING CORPORATION
By:/s/ Randall Letcavage
Randall Letcavage
President, Chief Executive Officer & Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: November 14, 2016
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