Premier Holding (PRHL) 10-Q 19 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 19, 2017
Document And Entity Information
Entity Registrant Name	PREMIER HOLDING CORP.
Entity Central Index Key	1,030,916
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		397,885,682
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 2,175,811	$ 1,811,503
Accounts Receivable, net	377,912	458,140
Prepaid expenses	156,916	148,774
Inventory	28,216	20,546
Related party receivable - managing director	67,879	67,879
Total current assets	2,806,734	2,506,842
Equipment, net	156,228	168,647
Goodwill	4,000,000	4,000,000
Intangible asset, net	125,000	188,652
Total assets	7,087,962	6,864,141
Current Liabilities:
Accounts payable and accrued liabilities	474,797	404,545
Accounts payable - related party	92,007	121,967
Convertible note, net	1,063,132	1,252,887
Notes payable	136,592	143,557
Derivative liability	660,000	918,000
Total liabilities	2,426,528	2,840,956
Commitments and Contingencies (Note 8)
Stockholders' Equity:
Common stock, $0.0001 par value, 450,000,000 shares authorized; 397,885,682 and 358,840,221 shares issued and outstanding as of December 31, 2016 and 2015, respectively	39,789	35,884
Common stock to be issued	1,231,690	4,000
Treasury stock	(869,000)	(869,000)
Additional paid in capital	37,721,114	34,708,657
Accumulated deficit	(32,968,157)	(29,392,022)
Total Premier Holding Corporation stockholders' equity	5,155,481	4,487,564
Non-controlling interest	(494,047)	(464,379)
Total stockholders' equity	4,661,434	4,023,185
Total Liabilities and Stockholders' Equity	7,087,962	6,864,141
Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	0	0
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	20	20
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred Stock	$ 25	$ 25

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Stockholders' Equity:
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	450,000,000	450,000,000
Common stock, issued shares	397,885,682	358,840,221
Common stock, outstanding shares	397,885,682	358,840,221
Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	42,750,000	42,750,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	7,000,000	7,000,000
Preferred stock, issued shares	200,000	200,000
Preferred stock, outstanding shares	200,000	200,000
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	250,000	250,000
Preferred stock, issued shares	250,000	250,000
Preferred stock, outstanding shares	250,000	250,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue
TPC commission revenue	$ 654,364	$ 1,092,692
Product revenue	2,515	72,309
Total revenue	656,879	1,165,001
Cost of Sales	3,214	51,488
Gross Profit	653,665	1,113,513
Operating expenses:
Selling, general and administrative	4,310,195	2,151,863
Total operating expenses	4,310,195	2,151,863
Operating loss	(3,656,530)	(1,038,350)
Other income (expense):
Interest expense	(207,273)	(410,176)
Gain on change in fair value of derivative liability	258,000	265,000
Total other expense, net	50,727	(145,176)
Loss before income taxes and non-controlling interest	(3,605,803)	(1,183,526)
Income taxes	0	0
Loss before non-controlling interest	(3,605,803)	(1,183,526)
Net Loss	(3,605,803)	(1,183,526)
Net Loss attributable to non-controlling interest	29,668	13,566
Net loss attributable to Premier Holding Corporation	$ (3,576,135)	$ (1,169,960)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted	$ (.01)	$ (.01)
Weighted average number of common shares outstanding - basic and diluted	364,588,043	211,994,739

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities:
Net loss	$ (3,605,803)	$ (1,183,526)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares based payments issued for services	1,585,672	440,608
Gain on change in fair value of derivative liability	(258,000)	(265,000)
Warrants and options issued for services	808,356	0
Depreciation and amortization expense	12,419	10,020
Amortization of debt discounts	131,745	293,418
Changes in operating assets and liabilities:
Accounts receivable	80,228	(58,549)
Prepaid expenses	(8,142)	(104,600)
Inventory	(7,670)	174
Accounts payable and accrued liabilities	133,905	(96,118)
Net cash used in operating activities	(1,127,290)	(963,573)
Cash Used in Investing activities:
Purchase of equipment	0	(1,056)
Net cash used in investing activities	0	(1,056)
Cash Flows from Financing activities:
Net advances from related party	(29,960)	(11,468)
Payment for notes payable	(6,965)	(7,694)
Proceeds from common stock payable	713,933	0
Proceeds from sale of common stock	814,590	804,401
Proceeds from convertible notes payable	0	285,000
Payment of lawsuit liability	0	(8,000)
Net cash provided by financing activities	1,491,598	1,062,239
Net change in cash	364,308	97,610
Cash at beginning of period	1,811,503	395,726
Cash at end of period	2,175,811	493,336
Supplemental Information:
Interest	84,357	165,550
Income taxes	0	0
Non-Cash Investing and Financing Activities:
Debt discount due to warrants included with convertible notes	0	68,233
Debt discount due to derivative liabilities	0	235,000
Debt discount in excess of debt charged to interest expense	0	173,000
Common stock issued for conversion of debt	$ 321,500	$ 0

1. NATURE OF OPERATIONS AND BAS

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	Company Overview Premier Holding Corporation (the “Company”) is an energy services holding company. The Company provides an array of energy services through its subsidiary companies, 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 was adding between 1,000 and 3,000 clients per month. By 2015 and 2016, TPC added an average of 5,000 clients per month, and 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 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 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 as an intangible asset on the balance sheet as of March 31, 2017. As used in this quarterly report and unless otherwise indicated, the term “Company” refers to Premier Holding Corporation and the Company’s Subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars. Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB). Significant Accounting Policies For reference to a complete list of significant accounting policies, these financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth on Form 10-K. During the three months ended March 31, 2017, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

2. GOING CONCERN AND MANAGEMENT

2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	3 Months Ended
	Mar. 31, 2017
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	As of March 31, 2017, the Company had an accumulated deficit of $32,968,157. For the three months ended March 31, 2017 and 2016, the Company incurred operating losses of $3,656,530 and $1,038,350, respectively, and used cash in operating activities of $1,127,290 and $963,573, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial statements, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. ACQUISITIONS & GOODWILL

3. ACQUISITIONS & GOODWILL	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
ACQUISITIONS & GOODWILL	The following table presents details of the Company’s goodwill as of March 31, 2017 and December 31, 2015: The Power Company Balances at January 1, 2016: $ 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at December 31, 2016: 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at March 31, 2017: $ 4,000,000 The Power Company USA, LLC Share Exchange On February 28, 2013, the Company acquired 80% of the outstanding membership units of TPC, a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000. The total purchase price for TPC was allocated as follows: Goodwill $ 4,500,000 Total assets acquired 4,500,000 The purchase price consists of the following: Common Stock 4,500,000 Total purchase price $ 4,500,000 The total amount of goodwill that is expected to be deductible for tax purposes is $4,500,000 and is amortized over 15 years. The total amortization expense for tax purposes for the three months ended March 31, 2017 is $75,000.

4. CONVERTIBLE NOTES PAYABLE

4. CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2017
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. In the event such election is made, 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 three months ended March 31, 2017, a total of $10,000 of these notes were converted into shares of common stock, with a total of $736,500 of these notes remaining as of March 31, 2017. 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 5). 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 March 31, 2017, 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 $155,284. The total debt discount recorded during the three months ended March 31, 2017 and 2016 was $0 and $68,233, respectively. Interest expense related to the amortization of this debt discount for the three months ended March 31, 2017 and 2016 was $39,836 and $55,591, respectively. During the three months ended March 31, 2017, a total of $311,500 of these notes were converted into shares of common stock, with a total of $1,072,800 of these notes remaining as of March 31, 2017. During the three months ended March 31, 2017, the total of all notes converted was $321,500, with the holders receiving an aggregate of 8,037,500 shares of common stock. The net balance of all notes as of March 31, 2017 of $1,063,132 reflects total notes of $1,809,300, net of debt discounts of $155,284 and $590,884 (see Note 5). During the three months ended March 31, 2017 and 2016, the Company recorded interest expense of $207,273 and $410,176, respectively.

5. DERIVATIVE LIABILITY

5. DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2017
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 $660,000 for the fair value of the convertible feature included in the Company’s convertible debt instruments as of March 31, 2017. 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 at March 31, 2017 with an unamortized balance of $590,884. Interest expense related to the amortization of this debt discount for the three months ended March 31, 2017, was $50,363. Additionally, $0 of debt discount was charged to interest expense during the three months ended March 31, 2017, representing the amount of debt discount in excess of the convertible debt. A total of $0 of the debt discount was charged to interest expense during the three months ended March 31, 2017 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 – 122.8%; and · The Company would be unable to repay the notes within their term. Additional key inputs and assumptions used to value the embedded conversion feature as of March 31, 2017: · The value of a share of Company stock on March 31, 2017, the measurement date - $0.0740 (per the over-the-counter market quotes); · Conversion price - $0.0614, based on 80% of the average quoted market price for the Company’s common stock for the 30-day period ended March 31, 2017; and · Number of shares into which Notes would convert - face value of Notes divided by $0.0614. The following table summarizes the derivative liability included in the consolidated balance sheet: Derivative liability as of December 31, 2016 $ 918,000 Change in fair value of derivative liability (258,000 ) Derivative on new loans – Reduction due to debt conversions – Derivative liability as of March 31, 2017 $ 660,000

6. STOCKHOLDERS' EQUITY

6. STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017, 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 three months after issuance into common stock at the conversion price equal to one-tenth (1/10) of the Stated Value, or at $0.10 per common share. On December 11, 2015, the Board of Directors of the Company approved the creation of the Corporation’s Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”). On December 16, 2015, the Corporation filed a Certificate of Designation for the Series B Preferred Stock in Nevada of which the Company is authorized to issue up to 250,000 shares with a par value of $0.0001 per share. Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock. Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock of the Company at any meeting of stockholders of the Company at which stockholders have the right to vote. Series B Preferred Stock shall have voting rights for a period of three years from the date of issuance. On the third anniversary of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock shall be converted into four shares of common stock without further action of the Board of Directors. Series B Preferred Stock shall have the same dividends per share and, except as provided above, the same powers, designations, preferences and relative rights, qualifications, limitations or restrictions as those of shares of Series A Preferred Stock of the Company. Common Stock During the three months ended March 31, 2017, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 16,522,627 shares of its common stock in amount of $814,590. Additionally, 14,485,334 shares of common stock were issued for consulting services valued at $0.074 per share, based upon the fair value of the common stock on the measurement date totaling $1,071,915, which was recognized immediately as general and administrative expense. The Company issued 8,037,500 shares of common stock for the conversion of convertible notes totaling $321,500. The Company also received proceeds of $713,933 from accredited investors for the purchase and sale of 10,281,902 shares of common stock not yet issued as of the date of this filing. Additionally, the Company plans to issue 4,624,247 shares of common stock with a fair value of $513,757 to a consultant for services earned and expensed in full in selling, general and administrative expense during the three months ended March 31, 2017. The value of these shares is reflected in common stock to be issued as of March 31, 2017. Unless otherwise set forth above, the securities described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Options for Common Stock A summary of option activity as of March 31, 2017 is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2016 1,650,000 $ 0.04 4.53 $ – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at December 31, 2016 1,650,000 0.04 3.52 – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at March 31, 2017 1,650,000 0.04 3.28 – Options vested and exercisable at March 31, 2017 1,650,000 $ 0.04 3.28 $ – On June 30, 2014, the Board of Directors of the Company approved a new employment agreement with the Company’s Chief Executive Officer, Randy Letcavage (the “Employment Agreement”). The Employment Agreement has a retroactive effective date of January 1, 2014 and replaces all prior agreements between the Company and Mr. Letcavage. The Employment Agreement provides for an annual base salary of $240,000, a discretionary bonus of $50,000 over each 12-month period, expense reimbursement, and a grant of stock options on 5,000,000 shares vesting over 2 years at an initial exercise price per share equal to $.0025 per share. Stock options are vesting at the following rate: · 1,000,000 (one million) shares of common stock on the Commencement Date; · 1,000,000 (one million) shares of common stock on the sixth (6th) month anniversary of the Commencement Date; · 1,000,000 (one million) shares of common stock on the first anniversary of the Commencement Date; · 1,000,000 (one million) shares of common stock on the 18th month anniversary of the Commencement Date; and · 1,000,000 (one million) shares of common stock on the second anniversary of the Commencement Date. In addition, the Company agreed to indemnify Mr. Letcavage to the fullest extent permitted by law for claims related to Mr. Letcavage’s role as an officer and director of the Company, or its subsidiaries. The Company recorded $355,725 and $516,591 as his stock based compensation related to the stock options for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, $872,316 had been recorded as his stock based compensation related to the stock options, with $0 unrecognized cost related to the stock options remaining. On October 8, 2015, Mr. Letcavage exercised 4,000,000 options for common stock at an aggregate price of $10,000, which was paid through the reduction of accounts payable owed Mr. Letcavage. On December 31, 2014, the Board of Directors of the Company granted 150,000 stock options to each of its three board members with vesting immediately at an initial exercise price per share equal to $.15 per share. The Company valued the options using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of between 0.5 and 5 years, risk free rates of between 1.65 and 1.73 percent, and annualized volatility of between 108% and 217%. Warrants for Common Stock A summary of warrant activity as of March 31, 2017 is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2016 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 – Warrants vested and exercisable at December 31, 2016 227,271,136 0.089 1.44 – Granted 72,525,012 0.080 1.30 – Exercised – – – – Canceled/forfeited/expired (42,936,661 ) 0.091 – – Outstanding at March 31, 2017 256,859,487 0.087 1.43 – Warrants vested and exercisable at March 31, 2017 256,859,487 $ 0.087 1.43 $ – During the three months ended March 31, 2017, the Company issued 43,980,252 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. During the three months ended March 31, 2017, the Company issued 28,544,760 warrants to consultants for services, with exercise prices ranging from $0.07 to $0.10, and an expiration date of one year. The Company recorded expense of $808,356 related to these warrants which is included in selling, general and administrative expense for the three months ended March 31, 2017.

7. RELATED PARTY TRANSACTIONS

7. RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	During the three months ended March 31, 2017 and 2016, Mr. Letcavage (directly or through related entities) recorded $79,860 and $60,000, respectively as compensation for his role as our CEO and CFO. The following tables outline the related parties associated with the Company and amounts due or receivable for each period indicated. Name of Related Party Relationship with the Company iCapital Advisory Consultant company owned by the CEO of the Company Jamp Promotion Company owned by Patrick Farah, a managing director of TPC Mason Ventures and Sebo Services Companies owned by Shadie Kalkas, a managing director of TPC Amounts due to related parties March 31, 2017 December 31 2016 iCapital Advisory – consulting fees $ 1,507 $ 31,467 Jamp Promotion – commissions 90,500 90,500 Mason Ventures and Sebo Services – net loans – – $ 92,007 $ 121,967 Related party receivable - Mason Ventures and Sebo Services $ 67,879 $ 67,879 During the three months ended March 31, 2017, the Company received loans from Mason Ventures of approximately $0 and repaid $0. 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

8. COMMITMENTS AND CONTINGENCIE

8. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
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 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.

9. SUBSEQUENT EVENTS

9. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	From April 2017 through May 19, 2017, the Company received proceeds of $62,000 from accredited investors for the purchase and sale of 1,550,000 shares of common stock not yet issued as of the date of this filing. The shares were sold at $0.04 per common share.

1. SIGNIFICANT ACCOUNTING POLIC

1. SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).
Significant Accounting Policies	Significant Accounting Policies For reference to a complete list of significant accounting policies, these financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth on Form 10-K. During the three months ended March 31, 2017, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

3. ACQUISITIONS, GOODWILL & INT

3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of goodwill	The Power Company Balances at January 1, 2016: $ 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at December 31, 2016: 4,000,000 Aggregate goodwill acquired – Impairment losses – Balances at March 31, 2017: $ 4,000,000
Allocation of acquisition price	Goodwill $ 4,500,000 Total assets acquired 4,500,000 The purchase price consists of the following: Common Stock 4,500,000 Total purchase price $ 4,500,000

5. DERIVATIVE LIABILITY (Tables

5. DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability	Derivative liability as of December 31, 2016 $ 918,000 Change in fair value of derivative liability (258,000 ) Derivative on new loans – Reduction due to debt conversions – Derivative liability as of March 31, 2017 $ 660,000

6. STOCKHOLDERS' EQUITY (Tables

6. STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Schedule of stock option activity	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2016 1,650,000 $ 0.04 4.53 $ – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at December 31, 2016 1,650,000 0.04 3.52 – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at March 31, 2017 1,650,000 0.04 3.28 – Options vested and exercisable at March 31, 2017 1,650,000 $ 0.04 3.28 $ –
Schedule of warrant activity	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2016 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 – Warrants vested and exercisable at December 31, 2016 227,271,136 0.089 1.44 – Granted 72,525,012 0.080 1.30 – Exercised – – – – Canceled/forfeited/expired (42,936,661 ) 0.091 – – Outstanding at March 31, 2017 256,859,487 0.087 1.43 – Warrants vested and exercisable at March 31, 2017 256,859,487 $ 0.087 1.43 $ –

7. RELATED PARTY TRANSACTIONS (

7. RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related party transactions	Amounts due to related parties March 31, 2017 December 31 2016 iCapital Advisory – consulting fees $ 1,507 $ 31,467 Jamp Promotion – commissions 90,500 90,500 Mason Ventures and Sebo Services – net loans – – $ 92,007 $ 121,967 Related party receivable - Mason Ventures and Sebo Services $ 67,879 $ 67,879

1. NATURE OF OPERATIONS AND B20

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
WWCD, LLC [Member]
Payment for acquisition	$ 125,000

2. GOING CONCERN AND MANAGEME21

2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Going Concern And Managements Liquidity Plans
Accumulated deficit	$ (32,968,157)	$ (26,780,115)	$ (29,392,022)
Operating losses	(3,656,530)	(1,038,350)
Net cash used in operating activities	$ (1,127,290)	$ (963,573)

3. ACQUISITIONS, GOODWILL & I22

3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Details - Goodwill) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Goodwill, beginning balance	$ 4,000,000	$ 4,000,000
Intangible assets acquired	0	0
Impairment losses	0	0
Goodwill, ending balance	4,000,000	4,000,000
The Power Company USA, LLC [Member]
Goodwill, beginning balance	4,000,000
Intangible assets acquired	0	0
Impairment losses	0	0
Goodwill, ending balance	$ 4,000,000	$ 4,000,000

3. ACQUISITIONS, GOODWILL & I23

3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Details - Acquisitions) - USD ($)	2 Months Ended
	Feb. 28, 2013	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill		$ 4,000,000	$ 4,000,000	$ 4,000,000
Non Controlling interest		(494,047)	(464,379)
The Power Company USA, LLC [Member]
Goodwill	$ 4,500,000	$ 4,000,000	$ 4,000,000
Total assets acquired	4,500,000
The purchase price consists of the following:
Common Stock	4,500,000
Total purchase price	$ 4,500,000

3. ACQUISITIONS, GOODWILL & I24

3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
Business Combinations [Abstract]
Amortization expense	$ 75,000

4. CONVERTIBLE NOTES PAYABLE (D

4. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Interest expense	$ 207,273	$ 410,176
Convertible Notes Payable [Member]
Convertible notes face value				$ 1,358,500
Interest rates range				10-18%
Range of maturity dates				July 15, 2019 and August 6, 2020
Unamortized debt discount	590,884
Debt conversion, amount converted	10,000
Convertible debt, current	736,500
Convertible Notes Payable [Member]
Convertible notes face value			$ 2,074,800
Interest rates range			12%
Range of maturity dates			March 9, 2017 and May 11, 2019
Unamortized debt discount	155,284		$ 686,536
Amortization of debt discount	0	68,233
Interest expense related to debt discount	39,836	55,591
Debt conversion, amount converted	311,500
Convertible debt, current	1,072,800
Convertible Debt [Member]
Interest expense	207,273	$ 410,176
Debt conversion, amount converted	$ 321,500
Debt conversion, shares issued	8,037,500
Convertible debt, current	$ 1,063,132

5. DERIVATIVE LIABILITY (Detail

5. DERIVATIVE LIABILITY (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
Derivative liability
Derivative liabilities, beginning balance	$ 918,000
Change in fair value of derivative liability	(258,000)
Derivative on new loans	0
Derivative liabilities, ending balance	$ 660,000

5. DERIVATIVE LIABILITY (Deta27

5. DERIVATIVE LIABILITY (Details Narrative) - Convertible Debt [Member]	3 Months Ended
	Mar. 31, 2017USD ($)
Debt discount on convertible feature of derivative liability	$ 1,438,000
Unamortized debt discount	590,884
Interest expense related to amortization of debt discount	50,363
Interest expense for debt discount in excess of convertible debt	$ 0

6. STOCKHOLDERS' EQUITY (Detail

6. STOCKHOLDERS' EQUITY (Details-Option activity) - Options [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number Outstanding
Options outstanding, beginning balance	1,650,000	1,650,000
Options granted	0	0
Options exercised	0	0
Options canceled/forfeited/expired	0	0
Options outstanding, ending balance	1,650,000	1,650,000
Options vested and exercisable	1,650,000
Weighted - Average Exercise Price Per Share
Weighted average exercise price, options outstanding, beginning balance	$ 0.04	$ .04
Weighted average exercise price, options granted
Weighted average exercise price, options exercised
Weighted average exercise price, options canceled/forfeited/expired
Weighted average exercise price, options outstanding, ending balance	0.04	$ 0.04
Options vested and exercisable Ending Balance	$ 0.04
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life, options outstanding	3 years 6 months 7 days	4 years 6 months 11 days
Weighted average remaining contractual life, options vested and exercisable	3 years 3 months 11 days
Aggregate Intrinsic Value
Aggregate intrinsic value, options outstanding	$ 0

6. STOCKHOLDERS' EQUITY (Deta29

6. STOCKHOLDERS' EQUITY (Details-Warrant activity) - Warrants [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of Warrants Outstanding
Warrants outstanding, beginning balance	227,271,136	12,428,629
Warrants granted	72,525,012	219,802,470
Warrants exercised	0	0
Warrants canceled/forfeited/expired	(42,936,661)	(4,959,963)
Warrants outstanding, ending balance	256,859,487	227,271,136
Warrants vested and exercisable	256,859,487	227,271,136
Weighted Average Exercise Price Per Share
Warrants weighted average exercise price, beginning balance	$ 0.089	$ .194
Warrants weighted average exercise price, granted		.086
Warrants weighted average exercise price,, exercised
Warrants weighted average exercise price, canceled/forfeited/expired	0.091	1.94
Weighted average exercise price, ending balance	0.087	0.089
Warrants Weighted average exercise price, vested and exercisable	$ .093	$ 0.089
Weighted Average Remaining Contractual Life (Years)
Warrants weighted average remaining contractual life	1 year 5 months 8 days	2 years 6 months 29 days
Warrants weighted average remaining contractual life, granted	1 year 3 months 18 days	1 year 5 months 8 days
Warrants weighted average remaining contractual life, canceled/forfeited/expired		1 year 7 months 28 days
Warrants weighted average remaining contractual life, vested and exercisable	1 year 5 months 5 days	1 year 5 months 8 days
Aggregate intrinsic value	$ 0	$ 0

6. STOCKHOLDERS' EQUITY (Deta30

6. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Proceeds from common stock	$ 814,590	$ 804,401
Stock issued for consulting services, shares	14,485,334
Stock issued for consulting services, value	$ 1,071,915
Stock issued for conversion of notes, shares issued	8,037,500
Stock issued for conversion of notes, value	$ 321,500
Accredited Investors [Member]
Stock issued new, shares	16,522,627
Proceeds from common stock	$ 814,590
Proceeds from subscriptions	$ 713,933
Common stock to be issued	10,281,902
Warrants issued	43,980,252
Consultant [Member]
Stock issued for consulting services, value	$ 513,757
Common stock to be issued	4,624,247
Randy Letcavage [Member] | Options granted 2014 [Member]
Allocated stock based compensation	$ 355,725
Randy Letcavage [Member] | Options granted 2015 [Member]
Allocated stock based compensation	$ 516,591

7. RELATED PARTY TRANSACTIONS31

7. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Related party payables	$ 92,007	$ 121,967
Related party receivable	67,879	67,879
iCapital Advisory [Member]
Related party payables	1,507	31,467
Jamp Promotion [Member]
Related party payables	90,500	90,500
Mason Ventures and Sebo Service [Member]
Related party payables	0	0
Related party receivable	$ 67,879	$ 67,879

7. RELATED PARTY TRANSACTIONS32

7. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Randy Letcavage [Member]
Compensation	$ 79,860	$ 60,000
Mason Ventures and Sebo Service [Member]
Proceeds from related party	0
Repayments to related party	$ 0

8. COMMITMENTS AND CONTINGENC33

8. COMMITMENTS AND CONTINGENCIES (Details Narrative)	Mar. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation liability	$ 789,077