Premier Holding (PRHL) 10-K 31 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	PREMIER HOLDING CORP.
Entity Central Index Key	1,030,916
Document Type	10-K
Document Period End Date	Dec. 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 Public Float			$ 15,572,373
Entity Common Stock, Shares Outstanding		371,312,723
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 1,811,503	$ 395,726
Accounts receivable, net	458,140	444,843
Prepaid expenses	148,774	102,418
Inventory	20,546	82,533
Related party receivable - managing director	67,879	0
Total current assets	2,506,842	1,025,520
Other Assets
Equipment, net	168,647	134,745
Goodwill	4,000,000	4,000,000
Deposit	188,652	0
Total Assets	6,864,141	5,160,265
Current Liabilities:
Accounts payable and accrued liabilities	404,545	508,083
Accounts payable - related party	121,967	171,081
Convertible note, net	1,252,887	1,780,482
Notes payable	143,557	98,668
Lawsuit liability	0	26,000
Derivative liability	918,000	1,484,000
Total liabilities	2,840,956	4,042,314
Stockholders' Equity:
Common stock, $0.0001 par value, 450,000,000 shares authorized; 204,400,850 and 181,567,085 shares issued and outstanding as of December 31, 2015 and 2014, respectively	35,884	20,440
Common stock to be issued	4,000	4,000
Treasury stock	(869,000)	(869,000)
Additional paid in capital	34,708,657	26,108,346
Accumulated deficit	(29,392,022)	(23,796,018)
Total Premier Holding Corporation stockholders' equity	4,487,564	1,467,813
Non-controlling interest	(464,379)	(375,862)
Total Stockholders' Equity	4,023,185	1,091,951
Total Liabilities and Stockholders' Equity	6,864,141	5,160,265
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	20	20
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	$ 25	$ 25

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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	358,840,221	204,400,850
Common stock, outstanding shares	358,840,221	204,400,850
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

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenue
TPC commission revenue	$ 4,300,663	$ 4,552,281
Product revenue	491,808	646,186
Total Revenue	4,792,471	5,198,467
Cost of Sales	418,913	463,796
Gross Profit	4,373,558	4,734,671
Operating expenses:
Selling, general and administrative	8,950,103	7,830,996
Total operating expenses	8,950,103	7,830,996
Operating loss	(4,576,545)	(3,096,325)
Other income (expense):
Interest expense	(1,934,976)	(899,495)
Gain (loss) on change in fair value of derivative liability	827,000	(140,000)
Total other expense	(1,107,976)	(1,039,495)
Loss from operations before income taxes, non-controlling interest, and discontinued operations	(5,684,521)	(4,135,820)
Income taxes	0	0
Loss before non-controlling interest and discontinued operations	(5,684,521)	(4,135,820)
Discontinued operations
Loss from discontinued operations	0	(278,463)
Gain on disposal of LP&L	0	1,852,884
Income from discontinued operations	0	1,574,421
Net Income (loss)	(5,684,521)	(2,561,399)
Net Loss attributable to non-controlling interest	88,517	92,021
Net loss attributable to Premier Holding Corporation	(5,596,004)	(2,469,378)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Loss attributable to continuing operations	$ (5,596,004)	$ (4,043,799)
Net loss per common share - basic and diluted	$ (0.02)	$ (0.02)
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 OUTSTANDING - Basic and diluted	257,985,211	190,636,022

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Deficit - USD ($)	Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Common Stock Payable [Member]	Common Stock Subscription Payable [Member]	Noncontrolling Interest [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Total
Beginning balance, shares at Dec. 31, 2014	200,000	181,567,085
Beginning balance, value at Dec. 31, 2014	$ 0	$ 18,157	$ 23,886,440	$ 289,060	$ (10,495)	$ (499,702)	$ (869,000)	$ (21,326,640)	$ 1,487,840
Common stock issued for cash, value				(285,060)	10,495				421,400
Common stock issued for services, shares		2,557,889
Common stock issued for services, value		$ 256	167,833						168,089
Options and warrants issued for services									431,010
Warrants issued with convertible notes payable			616,140						616,140
Preferred stock issued for services, value			202,975
Options exercised for accounts payable, shares		4,000,000
Options exercised for accounts payable, value		$ 400	9,600						10,000
Minority interest in subsidiary						(92,021)			(92,021)
Disposal of Lexington						215,861			215,861
Net loss								(2,469,378)	(2,469,378)
Ending balance, shares at Dec. 31, 2015	200,000	204,400,850
Ending balance, value at Dec. 31, 2015	$ 20	$ 20,440	26,108,346	4,000	0	(375,862)	(869,000)	(23,796,018)	1,091,951
Common stock issued for cash, shares		106,948,320
Common stock issued for cash, value		$ 10,695	5,475,713						5,486,408
Common stock issued for convertible notes, shares		32,562,500
Common stock issued for convertible notes, value		$ 3,256	1,299,244						1,302,500
Common stock issued for services, shares		15,942,858
Common stock issued for services, value		$ 1,594	1,025,855						1,027,449
Warrants issued with convertible notes payable			70,398						70,398
Cancellation of common stock, shares		(1,014,307)
Cancellation of common stock, value		$ (101)	101
Resolution of derivative liabilities to debt conversions			729,000						729,000
Minority interest in subsidiary						(88,517)			(88,517)
Net loss								(5,596,004)	(5,596,004)
Ending balance, shares at Dec. 31, 2016	200,000	358,840,221
Ending balance, value at Dec. 31, 2016	$ 20	$ 35,884	$ 34,708,657	$ 4,000	$ 0	$ (464,379)	$ (869,000)	$ (29,392,022)	$ 4,023,185

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows from Operating Activities:
Net loss	$ (5,684,521)	$ (2,561,399)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on disposal of LP&L	0	(1,852,884)
Share based payments issued for services	1,027,449	301,089
Gain on change in fair value of derivative liability	(827,000)	140,000
Warrants and options issued for services	0	431,010
Depreciation and amortization expense	42,797	10,020
Amortization of debt discounts	1,540,303	602,320
Change in operating assets and liabilities:
Accounts receivable	(13,297)	(145,575)
Prepaid expenses	(46,356)	(80,795)
Inventory	61,987	(82,533)
Accounts payable and accrued liabilities	(103,538)	(150,131)
Net cash used in operating activities	(4,002,176)	(3,388,878)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchase of equipment	(76,699)	(89,205)
Asset Purchase	(188,652)	0
Net cash provided by discontinued operations	0	438,991
Net cash provided by (used in) investing activities	(265,351)	349,786
Cash Flows from Financing activities:
Net advances to related party	(116,993)	(31,152)
Proceeds from notes payable	44,889	90,668
Proceeds from sale of common stock	5,486,408	521,410
Proceeds from convertible notes payable	295,000	2,228,800
Payment of lawsuit liability	(26,000)	(48,000)
Net cash provided by financing activities	5,683,304	2,761,726
Net change in cash	1,415,777	(277,366)
Cash at beginning of period	395,726	673,092
Cash at end of period	1,811,503	395,726
Supplemental Information:
Interest	422,102	245,573
Income taxes	0	0
Non-Cash Investing and Financing Activities:
Stock options exercised for accounts payable - related party	0	10,000
Series B Preferred stock issued for accounts payable - related party	0	70,000
Debt discount due to warrants included with convertible notes	70,398	892,000
Debt discount due to derivative liabilities	546,000	0
Debt discount in excess of debt charged to interest expense	444,000	0
Resolution of derivative liabilities to due debt conversions	729,000	0
Common stock issued for conversion of debt	1,302,500	0
Common stock returned to treasury	$ 101	$ 0

1. NATURE OF OPERATIONS

1. NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	Premier Holding Corporation (the “Company”) is an energy services holding company. The Company provides an array of energy services through its subsidiary companies, Efficiency Experts, Inc. (“E3”) and The Power Company USA, LLC (“TPC”). The Company provides solutions that enable customers to 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 current options for efficiency are 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 expects this to continue for the foreseeable future. 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 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, 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. On May 6, 2016, we entered into a definitive agreement with WWCD, LLC, a company incorporated in the State of Illinois (“WWCD”), to acquire for $125,000 all membership units, including all licenses and contracts held, of American Illuminating Company, LLC, a Connecticut limited liability company (“AIC”), a company owned by WWCD. AIC is a FERC-licensed supplier of deregulated energy. Consummation of the acquisition of AIC is subject to FERC approval, which was granted in February 2017. 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. The Company has reflected the $125,000 payment and additional $62,873 costs towards the acquisition as a deposit of $187,873 on the balance sheet as of December 31, 2016.

2. BASIS OF PRESENTATION AND SI

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying 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 consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for the years ended December 31, 2016 and 2015. 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 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 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 December 31, 2016 and 2015, 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. As of December 31, 2016, and 2015, the balance of allowance for bad debts was $100,000 and $51,000, respectively. Inventory Inventory is stated at the lower of cost or market. At December 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. 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 gain on disposal of LP&L. Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260 Earnings per Share As of December 31, 2016 and 2015, the Company had 450,000 and 450,000 shares of Preferred Stock outstanding, respectively. Net convertible debt as of December 31, 2016 and 2015 was $1,252,887 and $1,780,482, respectively, 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 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, 2015 $ – $ – $ 1,484,000 $ 1,484,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – December 31, 2016 $ – $ – $ 918,000 $ 918,000 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. The Company did not record an impairment loss on goodwill for the years ended December 31, 2016 or 2015. 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 December 31, 2016, 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 consolidated financial statements. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory. According to ASU 2015-11, an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company elected to early adopt the above. The adoption doesn’t have a significant impact on the Company’s consolidated financial position or results of operations. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial position or results of operations. 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.

3. GOING CONCERN AND MANAGEMENT

3. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	12 Months Ended
	Dec. 31, 2016
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	As of December 31, 2016, the Company had an accumulated deficit of $29,392,022. During the years ended December 31, 2016 and 2015, the Company incurred operating losses of $4,576,545 and $3,096,325, respectively, and used cash in operating activities of $4,002,955 and $3,388,878, 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.

4. ACQUISITIONS & GOODWILL

4. ACQUISITIONS & GOODWILL	12 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
ACQUISITIONS & GOODWILL	The following table presents details of the Company’s Goodwill as of December 31, 2016 and 2015: The Power 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 December 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 year ended December 31, 2016 is $300,000. 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. 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 On April 7, 2015, the Agreement was terminated due to Premier’s default on its purchase obligations for 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.

5. CONVERTIBLE NOTES PAYABLE

5. CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Dec. 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 date 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. During the year ended December 31, 2016, a total of $612,000 of these notes were converted into shares of common stock, with a total of $746,500 of these notes remaining as of December 31, 2016. The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging and determined that the instrument should be classified as a liability once the conversion option becomes effective after one year due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued (see Note 7). Between March 9, 2015 and May 11, 2016, the Company entered into convertible notes with third parties for use as operating capital for a total of $2,074,800. 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 May 11, 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 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 $686,536 for the fair value of these warrants through December 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 $236,666. The total debt discount recorded during the year ended December 31, 2016 and 2015 was $70,398 and $616,138, respectively. Interest expense related to the amortization of this debt discount for the years ended December 31, 2016 and 2015 was $196,262 and $105,827, respectively. During the year ended December 31, 2016, a total of $690,500 of these notes were converted into shares of common stock, with a total of $1,384,300 of these notes remaining as of December 31, 2016. During the year ended December 31, 2016, the total of all notes converted was $1,302,500, with the holders receiving an aggregate of 32,562,500 shares of common stock. During the years ended December 31, 2016 and 2015, the Company recorded interest expense of $1,934,976 and $899,495, respectively.

6. NOTES PAYABLE

6. NOTES PAYABLE	12 Months Ended
	Dec. 31, 2016
Notes Payable [Abstract]
NOTES PAYABLE	On October 22, 2014, the Company entered into a note for the acquisition of 85% of Lexington in amount of $325,000. The note payable agreement requires 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, the acquisition related to this note payable was terminated on April 7, 2015; therefore, the Company is released for further payment because of the reversal of ownership interest in Lexington (See Note 9). On October 22, 2014, the Company also entered into a note for the acquisition of 85% of Lexington in amount of $175,000. The note payable agreement requires 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, the acquisition related to this note payable was 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 December 31, 2015, this loan was fully repaid.

7. DERIVATIVE LIABILITY

7. DERIVATIVE LIABILITY	12 Months Ended
	Dec. 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 $918,000 for the fair value of the convertible feature included in the Company’s convertible debt instruments as of December 31, 2016. The derivative liability recorded for the convertible feature created a debt discount of $1,438,000, 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 year ended December 31, 2016, was $238,194. Additionally, $444,000 of debt discount was charged to interest expense during the year ended December 31, 2016, representing the amount of debt discount in excess of the convertible debt. A total of $514,067 of the debt discount was charged to interest expense during the year ended December 31, 2016 related to convertible debt converted during the year. Key inputs and assumptions used to value the embedded conversion feature in the month the Notes became convertible were as follows: · The average value of a share of Company stock in the month the Notes became convertible, the measurement date - ranging from $0.051 - $0.077 (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 – 126.6%; 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 December 31, 2016: · The value of a share of Company stock on December 31, 2016, the measurement date - $0.0650 (per the over-the-counter market quotes); · Conversion price - $0.0495, based on 80% of the average quoted market price for the Company’s common stock for the 30-day period ended December 31, 2016; and · Number of shares into which Notes would convert - face value of Notes divided by $0.0495. 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 (827,000 ) Derivative on new loans 990,000 Reduction due to debt conversions (729,000 ) Derivative liability as of December 31, 2016 $ 918,000

8. STOCKHOLDERS' EQUITY

8. STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 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, 2016, 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. On December 19, 2015, the Board of Directors of the Company approved the sale of 250,000 shares of Series B Preferred Stock to Randall Letcavage for the sum of $70,000 or $.28 per share. This amount was paid by a reduction of the amount it owes to Randall Letcavage, Chief Executive Office and President, and Chairman of the Board of Directors of the Corporation. Mr. Letcavage abstained from the Board decision to accept his offer. 1,000,000 shares of common stock of the Company were reserved for issuance to the holder of the Series B Preferred Stock when such shares are converted into shares of common stock automatically three years after the date of issuance. The Company determined that the fair value of the 250,000 shares of Series B Stock was approximately $203,000, and recorded the excess amount of approximately $133,000 over the purchase price of $70,000 as compensation expense for the year ended December 31, 2015. Common Stock During the year ended December 31, 2015, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 16,275,876 shares of its common stock in the aggregate amount of $795,975. During the year ended December 31, 2016, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 106,948,320 shares of its common stock in amount of $5,486,407. The Company issued 32,562,500 shares of common stock for the conversion of convertible notes totaling $1,302,500. Additionally, approximately 1,000,000 shares of common stock were cancelled and returned to the treasury. 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 year ended December 31, 2015, 2,557,889 shares of common stock were issued for certain consulting services. The shares were valued at $168,089, of which $77,500 was recognized as reduction of debt and $90,589 was recognized as expense. The shares were valued based upon the fair value of the common stock on the measurement date. A summary of these share issuances are as follows: Date of issuance Shares Issued Fair Value February 12, 2015 (1) 375,000 $ 26,250 February 12, 2015 (1) 325,000 22,750 February 12, 2015 (1) 200,000 14,000 February 12, 2015 (1) 100,000 7,000 May 6, 2015 (1) 150,000 7,500 August 7, 2015 82,889 5,389 August 7, 2015 300,000 15,000 September 16, 2015 715,000 50,050 October 6, 2015 25,000 1,625 November 3, 2015 250,000 16,250 December 27, 2015 35,000 2,275 Totals 2,557,889 $ 168,089 (1) During the year ended December 31, 2016, 15,942,858 shares of common stock were issued for consulting services valued at $0.052 to $0.077 per share, based upon the fair value of the common stock on the measurement date totaling $1,027,450, which was recognized immediately as general and administrative expense. Options for Common Stock A summary of option activity for the years ended December 31, 2016 and 2015 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 6,000,000 $ 0.02 4.17 $ – 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 December 31, 2016 1,650,000 $ 0.04 3.52 – Options vested and exercisable at 1,650,000 $ 0.04 3.52 – 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 $0 and $355,725 as his stock based compensation related to the stock options for the years ended December 31, 2016 and 2015, 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 for the years ended December 31, 2016 and 2015 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 219,802,470 0.086 1.44 – Exercised – – – – Canceled/forfeited/expired (4,959,963 ) 1.94 1.66 – Outstanding at December 31, 2016 227,271,136 $ 0.089 1.44 – Warrants vested and exercisable at December 31, 2016 227,271,136 $ 0.089 1.44 – During the year ended December 31, 2015, the Company issued 11,261,963 warrants included with certain convertible notes payable (see Note 5), and 1,166,666 warrants to third-parties for services with a fair value of $75,286. 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 130% and 216%. During the year ended December 31, 2016, the Company issued 1,966,650 warrants included with certain convertible notes payable (see Note 4) with a value of $70,397. 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 1.31 percent, and annualized volatility of between 124% and 130%. During the year ended December 31, 2016, the Company issued 217,835,820 warrants included with certain stock purchases from accredited investors, with exercise prices ranging from $0.07 to $0.10, and expiration dates ranging from 7 months to 5 years. There was no expense resulting from these warrants.

9. DISCONTINUED OPERATION

9. DISCONTINUED OPERATION	12 Months Ended
	Dec. 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 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. 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 )

10. RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	During the year ended December 31, 2016 and 2015, Mr. Letcavage (directly or through related entities) recorded $292,000 and $290,000, respectively as compensation for his role as our CEO and CFO in accordance with his Employment Agreement dated January 1, 2014. 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, a managing director of TPC Mason Ventures and Sebo Services Companies owned by Shadie Kalkas, a managing director of TPC December 31, 2016 December 31, 2015 iCapital Advisory – Consulting fees $ 31,467 $ 75,543 Jamp Promotion – Commissions 90,500 90,500 Mason Ventures and Sebo Services – Loans – 5,038 $ 121,967 $ 171,081 Related party receivable - Mason Ventures and Sebo Services $ 67,879 – During the year ended December 31, 2016, we received loans from Mason Ventures of approximately $710,453 and repaid approximately $783,370. During the year ended December 31, 2015, we received loans from Mason Ventures of approximately $670,000 and repaid approximately $700,000. 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

11. COMMITMENTS AND CONTINGENCI

11. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 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 owed 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. In addition, 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 December 31, 2016, the Company has made payments totaling $110,000, with no remaining balance due at December 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 expired on February 28, 2016. The annual rental payments required under these operating lease agreements for 2015 and 2016 were $46,867 and $7,849, respectively. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated on April 7, 2015, thus the Company is no longer obligated to this operating lease effective 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 had determined it appropriate under the circumstances to recognize and accrue this loss contingency. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated on April 7, 2015, thus the Company is no longer obligated to this loss contingency effective April 7, 2015.

12. INCOME TAXES

12. INCOME TAXES	12 Months Ended
	Dec. 31, 2016
Income Taxes
INCOME TAXES	Net deferred tax assets consist of the following: December 31, December 31, 2016 2015 Deferred tax assets 11,880,000 10,310,000 Valuation allowance (11,880,000 ) (10,310,000 ) Net deferred tax asset $ – $ – Deferred tax assets consist primarily of net operating loss carryforwards, stock options issued for services and impairment expense. Management has elected to provide a deferred tax asset valuation allowance equal to the potential benefit due to our history of losses. If we demonstrate the ability to generate future taxable income, management will re-evaluate the allowance. The increase in the valuation allowance of approximately $1,700,000 during the year ended December 31, 2016 primarily represents the benefit of the change in net operating loss carry-forwards and change of fair value of the derivative liability during the period. The increase in the valuation allowance of approximately $400,000 during the year ended December 31, 2015 primarily represents the benefit of the change in net operating loss carry-forwards during the period. As of December 31, 2016, our estimated net operating loss carry-forward is approximately $24,000,000 and will expire beginning in 2032 through 2036. Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred but we have not analyzed it at this time as the deferred tax asset is fully reserved. The Company’s predecessor operated as an entity exempt from federal and state income taxes. The Company has not yet filed tax returns for 2013, 2014, 2015 and 2016, which are subject to examination.

13. SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	From January through March 2017, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 12,472,502 shares of its common stock in the aggregate amount of $643,700. From January through March 2017, the Company received an aggregate of $820,134 from accredited investors for the sale of 12,734,471 shares of common stock of which shares have not yet been issued as of the date of this filing.

2. BASIS OF PRESENTATION AND 20

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying 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 consolidated financial statements include the accounts of Premier Holding Corporation, E3 and TPC as of and for the years ended December 31, 2016 and 2015. 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 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
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 December 31, 2016 and 2015, 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. As of December 31, 2016, and 2015, the balance of allowance for bad debts was $100,000 and $51,000, respectively.
Inventory	Inventory Inventory is stated at the lower of cost or market. At December 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. 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 gain 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 As of December 31, 2016 and 2015, the Company had 450,000 and 450,000 shares of Preferred Stock outstanding, respectively. Net convertible debt as of December 31, 2016 and 2015 was $1,252,887 and $1,780,482, respectively, 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 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, 2015 $ – $ – $ 1,484,000 $ 1,484,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – December 31, 2016 $ – $ – $ 918,000 $ 918,000
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. The Company did not record an impairment loss on goodwill for the years ended December 31, 2016 or 2015.
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 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 December 31, 2016, 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 consolidated financial statements. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory. According to ASU 2015-11, an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company elected to early adopt the above. The adoption doesn’t have a significant impact on the Company’s consolidated financial position or results of operations. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial position or results of operations. 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. BASIS OF PRESENTATION AND 21

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 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 – December 31, 2016 $ – $ – $ 918,000 $ 918,000

4. ACQUISITIONS & GOODWILL (Tab

4. ACQUISITIONS & GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2016
Schedule of goodwill	The Power 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 December 31, 2016: $ 4,000,000
Lexington Power & Light, LLC [Member]
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
TCP [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

7. DERIVATIVE LIABILITY (Tables

7. DERIVATIVE LIABILITY (Tables)	12 Months Ended
	Dec. 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 (827,000 ) Derivative on new loans 990,000 Reduction due to debt conversions (729,000 ) Derivative liability as of December 31, 2016 $ 918,000

8. STOCKHOLDERS' EQUITY (Tables

8. STOCKHOLDERS' EQUITY (Tables)	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Common stock issued for services	Date of issuance Shares Issued Fair Value February 12, 2015 (1) 375,000 $ 26,250 February 12, 2015 (1) 325,000 22,750 February 12, 2015 (1) 200,000 14,000 February 12, 2015 (1) 100,000 7,000 May 6, 2015 (1) 150,000 7,500 August 7, 2015 82,889 5,389 August 7, 2015 300,000 15,000 September 16, 2015 715,000 50,050 October 6, 2015 25,000 1,625 November 3, 2015 250,000 16,250 December 27, 2015 35,000 2,275 Totals 2,557,889 $ 168,089 (1)
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 6,000,000 $ 0.02 4.17 $ – 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 December 31, 2016 1,650,000 $ 0.04 3.52 – Options vested and exercisable at 1,650,000 $ 0.04 3.52 –
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 219,802,470 0.086 1.44 – Exercised – – – – Canceled/forfeited/expired (4,959,963 ) 1.94 1.66 – Outstanding at December 31, 2016 227,271,136 $ 0.089 1.44 – Warrants vested and exercisable at December 31, 2016 227,271,136 $ 0.089 1.44 –

9. DISCONTINUED OPERATION (Tabl

9. DISCONTINUED OPERATION (Tables)	12 Months Ended
	Dec. 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 )

10. RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related party transactions	December 31, 2016 December 31, 2015 iCapital Advisory – Consulting fees $ 31,467 $ 75,543 Jamp Promotion – Commissions 90,500 90,500 Mason Ventures and Sebo Services – Loans – 5,038 $ 121,967 $ 171,081 Related party receivable - Mason Ventures and Sebo Services $ 67,879 –

12. INCOME TAXES (Tables)

12. INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes
Net deferred tax assets	December 31, December 31, 2016 2015 Deferred tax assets 10,880,000 10,310,000 Valuation allowance (11,880,000 ) (10,310,000 ) Net deferred tax asset $ – $ –

2. BASIS OF PRESENTATION AND 28

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-Fair Value Measurements) - Fair Value, Measurements, Nonrecurring [Member] - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Fair value of convertible note derivative liability	$ 918,000	$ 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	$ 918,000	$ 1,484,000

2. BASIS OF PRESENTATION AND 29

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Allowance for bad debts	$ 100,000	$ 51,000
Gain from disposal of investment	$ 215,861
Warrants outstanding	227,271,136	12,428,629
Preferred stock outstanding	450,000	450,000
Convertible debt outstanding	$ 1,252,887	$ 1,780,482

3. GOING CONCERN AND MANAGEME30

3. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Going Concern And Managements Liquidity Plans
Accumulated deficit	$ (29,392,022)	$ (23,796,018)
Operating losses	(4,576,545)	(3,096,325)
Net cash used in operating activities	$ (4,002,176)	$ (3,388,878)

4. ACQUISITIONS & GOODWILL (Det

4. ACQUISITIONS & GOODWILL (Details - Goodwill) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Combinations [Abstract]
Goodwill, beginning balance	$ 4,000,000	$ 4,000,000
Aggregate goodwill acquired
Impairment losses
Goodwill, ending balance	$ 4,000,000	$ 4,000,000

4. ACQUISITIONS & GOODWILL (D32

4. ACQUISITIONS & GOODWILL (Details - Acquisitions) - USD ($)	1 Months Ended	2 Months Ended	12 Months Ended
	Oct. 22, 2014	Feb. 28, 2013	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Goodwill			$ 4,000,000	$ 4,000,000	$ 4,000,000
Non Controlling interest			(464,379)	$ (375,862)
The purchase price consists of the following:
Amortization of goodwill			$ 300,000
Lexington Power & Light, LLC [Member]
Cash	$ 985,798
Accounts receivable	383,819
Inventory	55,020
Accrued Revenue	337,522
Fixed assets	35,342
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
The Power Company USA, LLC [Member]
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. CONVERTIBLE NOTES PAYABLE (D

5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Convertible Notes Payable 1 [Member]
Debt converted into stock, amount converted	$ 612,000
Convertible note balance	746,500
Convertible notes face value	$ 1,358,500
Interest rate	10% to 18%
Range of maturity dates - start date	Jul. 15, 2019
Range of maturity dates - last date	Aug. 6, 2020
Convertible Notes Payable 2[Member]
Debt converted into stock, amount converted	$ 690,500
Convertible note balance	$ 1,384,300
Interest rate		12%
Range of maturity dates - start date	Mar. 9, 2017
Range of maturity dates - last date	May 11, 2019
Original issue discount	$ 686,536
Unamortized debt discount	236,666
Amortization of debt discount	70,398	$ 616,138
Interest expense	196,262	105,827
Convertible Notes Payable[Member]
Debt converted into stock, amount converted	$ 1,302,500
Debt converted into stock, stock issued	32,562,500
Amortization of debt discount	$ 1,934,976	$ 899,495

7. DERIVATIVE LIABILITY (Detail

7. DERIVATIVE LIABILITY (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
Derivative liability
Derivative liabilities, beginning balance	$ 1,484,000
Change in fair value of derivative liability	(827,000)
Derivative on new loans	990,000
Reduction due to debt conversions	(729,000)
Derivative liabilities, ending balance	$ 918,000

7. DERIVATIVE LIABILITY (Deta35

7. DERIVATIVE LIABILITY (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Debt discount on convertible feature of derivative liability	$ 1,438,000
Interest expense related to amortization of debt discount	238,194
Debt discount charged to interest expense	444,000
Convertible Notes Payable[Member]
Debt discount charged to interest expense	$ 514,067

8. STOCKHOLDERS' EQUITY (Detail

8. STOCKHOLDERS' EQUITY (Details - Stock issued) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock issued for services, value	$ 1,027,449	$ 168,089
Consulting services [Member]
Stock issued for services, shares	2,557,889
Stock issued for services, value	$ 168,089
Feb 12, 2015 [Member]
Stock issued for services, shares	375,000
Stock issued for services, value	$ 26,250
Feb 12, 2015-2 [Member]
Stock issued for services, shares	325,000
Stock issued for services, value	$ 22,750
Feb 12, 2015-3 [Member]
Stock issued for services, shares	200,000
Stock issued for services, value	$ 14,000
Feb 12, 2015-4 [Member]
Stock issued for services, shares	100,000
Stock issued for services, value	$ 7,000
May 6, 2015 [Member]
Stock issued for services, shares	150,000
Stock issued for services, value	$ 7,500
August 7, 2015 [Member]
Stock issued for services, shares	82,889
Stock issued for services, value	$ 5,389
August 7, 2015-2 [Member]
Stock issued for services, shares	300,000
Stock issued for services, value	$ 15,000
September 16, 2015 [Member]
Stock issued for services, shares	715,000
Stock issued for services, value	$ 50,050
October 6, 2015 [Member]
Stock issued for services, shares	25,000
Stock issued for services, value	$ 1,625
November 3, 2015 [Member]
Stock issued for services, shares	250,000
Stock issued for services, value	$ 16,250
December 27, 2015 [Member]
Stock issued for services, shares	35,000
Stock issued for services, value	$ 2,275

8. STOCKHOLDERS' EQUITY (Deta37

8. STOCKHOLDERS' EQUITY (Details-Option activity) - Options [Member] - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number Outstanding
Beginning Balance	1,650,000	6,000,000
Granted		0
Exercised		(4,000,000)
Canceled/forfeited/expired		(350,000)
Ending Balance	1,650,000	1,650,000
Options vested and exercisable Ending Balance	1,650,000
Weighted - Average Exercise Price Per Share
Beginning Balance	$ .04	$ .02
Granted
Exercised
Canceled/forfeited/expired		.06
Ending Balance	0.04	$ .04
Options vested and exercisable Ending Balance	$ 0.04
Weighted - Average Remaining Contractual Life (Years)
Beginning balance	3 years 7 months 10 days	4 years 2 months 1 day
Ending balance	3 years 6 months 7 days	4 years 6 months 11 days
Options vested and exercisable Ending Balance	3 years 6 months 7 days
Aggregate Intrinsic Value
Aggregate intrinsic value, granted	$ 0

8. STOCKHOLDERS' EQUITY (Deta38

8. STOCKHOLDERS' EQUITY (Details-Warrant activity) - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Warrants [Member]
Number of Warrants Outstanding
Beginning Balance	12,428,629	2,793,694
Granted	219,802,470	12,428,629
Exercised	0	0
Canceled/forfeited/expired	(4,959,963)	(2,793,694)
Ending Balance	227,271,136	12,428,629
Warrants vested and exercisable	227,271,136
Weighted - Average Exercise Price Per Share
Beginning Balance	$ .194	$ .157
Granted	.086	.194
Exercised
Canceled/forfeited/expired	1.94
Ending Balance	.089	$ .194
Warrants vested and exercisable price per share	$ .089
Weighted - Average Remaining Contractual Life (Years)
Beginning balance	1 year 1 month 6 days	1 year 1 month 6 days
Granted	1 year 5 months 9 days	2 years 6 months 29 days
Ending balance	1 year 7 months 28 days	2 years 6 months 29 days
Warrants vested and exercisable weighted average remaining contractual life	1 year 7 months 28 days
Options [Member]
Number of Warrants Outstanding
Beginning Balance	1,650,000	6,000,000
Ending Balance	1,650,000	1,650,000
Weighted - Average Exercise Price Per Share
Beginning Balance	$ .04	$ .02
Ending Balance	$ 0.04	$ .04

8. STOCKHOLDERS' EQUITY (Deta39

8. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock sold new, value	$ 5,486,408	$ 421,400
Stock issued for conversion of notes, value	$ 1,302,500
Stock cancelled and returned to treasury, shares	1,000,000
Stock issued for services, value	$ 1,027,449	$ 168,089
Issued with convertible notes payable [Member]
Warrants issued	1,966,650	11,261,963
Warrants fair value at date of grant	$ 70,397
Issued for services [Member]
Warrants issued		1,166,666
Warrants fair value at date of grant		$ 75,286
Issued with stock purchases [Member]
Warrants issued	217,835,820
Convertible Notes [Member]
Stock issued for conversion of notes, shares	32,562,500
Stock issued for conversion of notes, value	$ 1,302,500
Accredited Investors [Member]
Stock sold new, shares issued	106,948,320	16,275,876
Stock sold new, value	$ 5,486,407	$ 795,975
Consulting services [Member]
Stock issued for services, shares	15,942,858
Stock issued for services, value	$ 1,027,450
Employment Agreement [Member]
Stock based compensation	$ 0	$ 355,725

9. DISCONTINUED OPERATION (Deta

9. DISCONTINUED OPERATION (Details - operating results) - USD ($)	6 Months Ended	12 Months Ended
	Apr. 07, 2015	Dec. 31, 2016	Dec. 31, 2015
Gain on disposal of LP&L's interest and retained non-controlling investment		$ 0	$ 1,852,884
Loss from discontinued operations		$ 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)
Gain on disposal of LP&L's interest and retained non-controlling investment	1,852,884
Loss from discontinued operations	$ (278,463)

9. DISCONTINUED OPERATION (De41

9. DISCONTINUED OPERATION (Details - Carrying value) - Lexington Power & Light, LLC [Member] - USD ($)	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

9. DISCONTINUED OPERATION (De42

9. DISCONTINUED OPERATION (Details - Net loss) - USD ($)	3 Months Ended	12 Months Ended
	Apr. 07, 2015	Dec. 31, 2016	Dec. 31, 2015
Loss from 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 from discontinued operations	$ (278,463)

10. RELATED PARTY TRANSACTION43

10. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Related party payables	$ 121,967	$ 171,081
Related party receivable	67,879	0
iCapital Advisory [Member]
Related party payables	31,467	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	$ 67,879

10. RELATED PARTY TRANSACTION44

10. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Mason Ventures and Sebo Service [Member]
Proceeds from related party loans	$ 710,453	$ 670,000
Repayments of related party debt	783,370	700,000
CEO and CFO [Member]
Officer salaries	$ 292,000	$ 290,000

11. COMMITMENTS AND CONTINGEN45

11. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended		32 Months Ended
	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016
Payments on litigation settlement	$ 26,000	$ 26,000	$ 48,000
Litigation liability	0	$ 0	$ 26,000	$ 0
Whitaker Energy, LLC [Member]
Payments on litigation settlement				$ 110,000
Litigation liability	$ 0

12. INCOME TAXES (Details - Def

12. INCOME TAXES (Details - Deferred tax assets) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details - Deferred Tax Assets
Deferred tax assets	$ 11,880,000	$ 10,310,000
Valuation allowance	(11,880,000)	(10,310,000)
Net deferred taxes	$ 0	$ 0

12. INCOME TAXES (Details Narra

12. INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details - Deferred Tax Assets
Increase in deferred tax valuation allowance	$ 1,700,000	$ 400,000
Net operating loss carryforward	$ 24,000,000
Operating loss beginning expiration date	Dec. 31, 2032