Premier Holding (PRHL) 10-K 9 Oct 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Oct. 05, 2018	Jun. 30, 2017
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, 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?	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 25,052,562
Entity Common Stock, Shares Outstanding		526,189,007
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 570,527	$ 1,811,503
Accounts receivable, net	480,304	458,140
Prepaid expenses	244,454	148,774
Inventory	5,871	20,546
Related party receivable - managing director	52,429	67,879
Total current assets	1,353,585	2,506,842
Other Assets
Equipment, net	122,257	168,647
Goodwill	0	4,000,000
Deposit	125,000	188,652
Total Assets	1,600,842	6,864,141
Current Liabilities:
Accounts payable and accrued liabilities	433,842	404,545
Accounts payable - related party	201,156	121,967
Convertible note, net	1,307,758	1,252,887
Notes payable	115,386	143,557
Derivative liability	226,000	918,000
Total liabilities	2,284,142	2,840,956
Commitments and Contingencies (Note 8)
Stockholders' Equity:
Common stock, $0.0001 par value, 1,400,000,000 shares authorized; 457,541,710 and 358,840,221 shares issued and outstanding as of December 31, 2017 and 2016, respectively	45,754	35,884
Common stock to be issued	14,000	4,000
Treasury stock	(869,000)	(869,000)
Additional paid in capital	40,588,176	34,708,657
Accumulated deficit	(39,918,531)	(29,392,022)
Total Premier Holding Corporation stockholders' equity	(139,556)	4,487,564
Non-controlling interest	(543,744)	(464,379)
Total Stockholders' Equity	(683,300)	4,023,185
Total Liabilities and Stockholders' Equity	1,600,842	6,864,141
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, 2017	Dec. 31, 2016
Stockholders' Equity:
Preferred stock, par value	$ .0001	$ .0001
Preferred stock, authorized shares	42,750,000	42,750,000
Preferred stock, outstanding shares	1,400,000	1,400,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	1,400,000,000	450,000,000
Common stock, issued shares	457,541,710	358,840,221
Common stock, outstanding shares	457,541,710	358,840,221
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, 2017	Dec. 31, 2016
Revenue
TPC commission revenue	$ 2,693,430	$ 4,300,663
Product revenue	10,253	491,808
Total Revenue	2,703,683	4,792,471
Cost of Sales	27,070	418,913
Gross Profit	2,676,613	4,373,558
Operating expenses:
Selling, general and administrative	9,317,021	8,950,103
Impairment loss - goodwill	4,000,000	0
Total operating expenses	13,317,021	8,950,103
Operating loss	(10,640,408)	(4,576,545)
Other income (expense):
Interest expense	(657,466)	(1,934,976)
Gain on change in fair value of derivative liability	692,000	827,000
Total other expense, net	34,534	(1,107,976)
LOSS BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST	(10,605,874)	(5,684,521)
Income taxes	0	0
LOSS BEFORE NON-CONTROLLING INTEREST	(10,605,874)	(5,684,521)
NET LOSS	(10,605,874)	(5,684,521)
Net Loss attributable to non-controlling interest	79,365	88,517
Net loss attributable to Premier Holding Corporation	$ (10,526,509)	$ (5,596,004)
Net loss per common share - basic and diluted	$ (0.03)	$ (0.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted	407,931,095	257,985,211

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Deficit - USD ($)	Series A Preferred Stock [Member]	Series B 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, 2015	200,000	250,000	204,400,850
Beginning balance, value at Dec. 31, 2015	$ 20	$ 25	$ 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				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	250,000	358,840,221
Ending balance, value at Dec. 31, 2016	$ 20	$ 25	$ 35,884	34,708,657	4,000	0	(464,379)	(869,000)	(29,392,022)	4,023,185
Common stock issued for cash, shares			53,485,394
Common stock issued for cash, value			$ 5,348	2,198,666						2,204,014
Common stock issued for convertible notes, shares			8,087,500
Common stock issued for convertible notes, value			$ 809	322,691						323,500
Common stock issued for services, shares			41,178,595
Common stock issued for services, value			$ 4,118	2,549,401						2,553,519
Warrants issued				808,356						808,356
Cancellation of common stock, shares			(4,050,000)
Cancellation of common stock, value			$ (405)	405
Common Stock to be issued					10,000					10,000
Minority interest in subsidiary							(79,365)			(79,365)
Net loss									(10,526,509)	(10,526,509)
Ending balance, shares at Dec. 31, 2017	200,000	250,000	457,541,710
Ending balance, value at Dec. 31, 2017	$ 20	$ 25	$ 45,754	$ 40,588,176	$ 14,000	$ 0	$ (543,744)	$ (869,000)	$ (39,918,531)	$ (683,300)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities:
Net loss	$ (10,605,874)	$ (5,684,521)
Adjustments to reconcile net loss to cash used in operating activities:
Share based payments issued for services	2,553,519	1,027,449
Impairment loss - goodwill	4,000,000	0
Gain on change in fair value of derivative liability	(692,000)	(827,000)
Warrants and options issued for services	808,356	0
Depreciation and amortization expense	48,053	42,797
Amortization of debt discounts	378,371	1,540,303
Change in operating assets and liabilities:
Accounts receivable	(22,164)	(13,297)
Prepaid expenses	(95,680)	(46,356)
Inventory	14,675	61,987
Accounts payable and accrued liabilities	92,949	(103,538)
Net cash used in operating activities	(3,519,795)	(4,002,176)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchase of equipment	(1,663)	(76,699)
Purchase of subsidiary - AIC, LLC	0	(188,652)
Net cash used in investing activities	(1,663)	(265,351)
Cash Flows from Financing activities:
Net advances to related party	94,639	(116,993)
(Payments for) proceeds from notes payable	(28,171)	44,889
Proceeds from common stock payable	10,000	0
Proceeds from sale of common stock	2,204,014	5,486,408
Proceeds from convertible notes payable	0	295,000
Payment of lawsuit liability	0	(26,000)
Net cash provided by financing activities	2,280,482	5,683,304
Net change in cash	(1,240,976)	1,415,777
Cash at beginning of period	1,811,503	395,726
Cash at end of period	570,527	1,811,503
Supplemental Information:
Interest	269,915	422,102
Income taxes	0	0
Non-Cash Investing and Financing Activities:
Debt discount due to warrants included with convertible notes	0	70,398
Debt discount due to derivative liabilities	0	546,000
Debt discount in excess of debt charged to interest expense	0	444,000
Resolution of derivative liabilities to due debt conversions	0	729,000
Common stock issued for conversion of debt	323,500	1,302,500
Common stock returned to treasury	$ 0	$ 101

1. NATURE OF OPERATIONS

1. NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NOTE 1 - 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. Its common stock is quoted on the OTC Markets Group Inc., QB tier (“OTCQB”), under the symbol “PRHL”. In August of 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. In the fourth quarter of 2012, the Company performed additional research and development to the products from Active ES adding two new products for mass production, the 480-volt version of the controller, suitable for ports and other large facilities, and a 240-volt version of the LiteOwl for Streetlights, vastly increasing the applicable market. In the first quarter of 2013, the Company acquired an 80% stake in The Power Company USA, LLC (“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 3,000 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. As a result of our acquisitions, today the Company provides an array of energy services through E3 and TPC. In addition to organic growth, it expects that strategic acquisitions of complementary businesses and assets will remain an important part of its growth plan to enable it to broaden its service offerings and expand its geographical reach. On May 6, 2016, the Company 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 the Company’s customers, will recruit additional resellers of deregulated power and provide them with its 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 December 31, 2017.

2. BASIS OF PRESENTATION AND SI

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - 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, TPC and AIC as of and for the years ended December 31, 2017 and 2016. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the estimate of doubtful accounts receivable, valuation of stock-based compensation, valuation of derivative liabilities, fair values in connection with the analysis of goodwill and long-lived assets for impairment, valuation allowances against net deferred tax assets and estimated useful lives for intangible assets and property and equipment. Revenue Recognition and Cost of Sales E3 offers energy efficiency products and services to commercial 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, 2017 and 2016, the Company does not have any cash equivalents. Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted for payment. The Company uses the allowance method to account for uncollectable accounts receivable. As of December 31, 2017, and 2016, the balance of allowance for bad debts was $55,000 and $100,000, respectively. Inventory Inventory is stated at the lower of cost or market. At December 31, 2017, inventory consists of raw materials. Equipment Equipment consists of a vehicles and computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life, generally three to five years. Non-controlling Interest Non-controlling interests in TPC is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. The Company maintains an 80% limited interest in TPC and the remaining 20% non-controlling interest is held by TPC’s members. Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260 Earnings per Share As of December 31, 2017 and 2016, the Company had 450,000 and 450,000 shares of Preferred Stock outstanding, respectively. Net convertible debt as of December 31, 2017 and 2016 was $1,307,758 and $1,252,887, 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, 2016 $ – $ – $ 918,000 $ 918,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – December 31, 2017 $ – $ – $ 226,000 $ 226,000 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, a 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, along 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. The Company used a blend of the discounted cash flow method and the guideline company transactions method for the impairment testing as of September 30, 2017. The Company performed discounted cash flow analysis projected over 5 years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) less than the $4 million book value of goodwill. This analysis factored the recent reduction in residential revenue at TPC, which was due primarily to the sales agent attrition of approximately 25% of the door-to-door sales force. The average number of agents in the field fell from 80 in September of 2016 to 60 in September 2017. The drop in the number of agents was due primarily to an outside sales organization who recruited these agents. Since then, TPC has settled a suit that TPC initiated against this firm in which, along with a monetary penalty, the firm agreed to not solicit TPC agents in the future. TPC is actively recruiting to replace this sales force. Also, sales were impacted due to the transitioning of resources to call center and online residential sales in preparation for transitioning to selling our own alternative supplier. The Company determined these were indicators of impairment in goodwill for TPC during the three months ended September 30, 2017 and impaired the goodwill by $2,085,000. The Company performed this analysis as of December 31, 2017 and determined that the goodwill should be further impaired by the remaining $1,915,000. 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 adopted 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, 2017, 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. 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. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. Under the amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment, and if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The same impairment test will therefore apply to all reporting units, and an entity will be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. SEC filers are required to adopt the new standard for annual or any interim goodwill impairment tests in fiscal years beginning after Dec. 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates on or after Jan. 1, 2017. The Company elected to early adopt this new standard effective September 30, 2017.

3. GOING CONCERN AND MANAGEMENT

3. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	12 Months Ended
	Dec. 31, 2017
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2017, the Company had an accumulated deficit of approximately $40 million. During the years ended December 31, 2017 and 2016, the Company incurred operating losses of $10,640,408 and $4,576,545, respectively, and used cash in operating activities of $3,519,795 and $4,002,176, 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, 2017
Business Combinations [Abstract]
ACQUISITIONS & GOODWILL	NOTE 4 – ACQUISITIONS & GOODWILL The following table presents details of the Company’s Goodwill as of December 31, 2017 and 2016: The Power 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 (4,000,000 ) Balances at December 31, 2017: $ – 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, 2017 is $300,000. 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, a 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, along 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. The Company used a blend of the discounted cash flow method and the guideline company transactions method for the impairment testing as of September 30, 2017. The Company performed discounted cash flow analysis projected over 5 years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) less than the $4 million book value of goodwill. This analysis factored the recent reduction in residential revenue at TPC, which was due primarily to the sales agent attrition of approximately 25% of the door-to-door sales force. The average number of agents in the field fell from 80 in September of 2016 to 60 in September 2017. The drop in the number of agents was due primarily to an outside sales organization who recruited these agents. Since then, TPC has settled a suit that TPC initiated against this firm in which, along with a monetary penalty, the firm agreed to not solicit TPC agents in the future. TPC is actively recruiting to replace this sales force. Also, sales were impacted due to the transitioning of resources to call center and online residential sales in preparation for transitioning to selling our own alternative supplier. The Company determined these were indicators of impairment in goodwill for TPC during the year ended December 31, 2017 and impaired the goodwill by $2,085,000. The Company performed this analysis as of December 31, 2017 and determined that the goodwill should be further impaired by the remaining $1,915,000.

5. CONVERTIBLE NOTES PAYABLE

5. CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 5 – 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, 2017, a total of $12,000 of these notes were converted into shares of common stock, with a total of $815,000 of these notes remaining as of December 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 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, 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 $62,919. The total debt discount recorded during the year ended December 31, 2017 and 2016 was $0 and $70,398, respectively. Interest expense related to the amortization of this debt discount for the years ended December 31, 2017 and 2016 was $132,202 and $196,262, respectively. During the year ended December 31, 2017, a total of $311,500 of these notes were converted into shares of common stock, with a total of $992,300 of these notes remaining as of December 31, 2017. During the year ended December 31, 2017, the total of all notes converted was $323,500, with the holders receiving an aggregate of 8,087,500 shares of common stock. During the years ended December 31, 2017 and 2016, the Company recorded interest expense of $657,466 and $1,934,976, respectively.

6. NOTES PAYABLE

6. NOTES PAYABLE	12 Months Ended
	Dec. 31, 2017
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE The Company has various notes payable from the financing of vehicles with varying interest rates and maturity dates totaling $115,386 and $143,557 as of December 31, 2017 and 2016, respectively.

7. DERIVATIVE LIABILITY

7. DERIVATIVE LIABILITY	12 Months Ended
	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	NOTE 7 – 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 $226,000 for the fair value of the convertible feature included in the Company’s convertible debt instruments as of December 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. Interest expense related to the amortization of this debt discount for the year ended December 31, 2017, was $204,624. 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 ranging from 109.4% – 131.7%; 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, 2017: · The value of a share of Company stock on December 31, 2017, the measurement date - $0.0299 (per the over-the-counter market quotes); · Conversion price - $0.0274, 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 $0.0274. 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 (692,000 ) Derivative on new loans - Reduction due to debt conversions - Derivative liability as of December 31, 2017 $ 226,000

8. STOCKHOLDERS' EQUITY

8. STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 8 – 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. Common Stock On June 22, 2017, the Board of Directors of the Company approved, and recommended to the holders of a majority of the total voting power of all issued and outstanding voting capital of the Company (the “Majority Stockholders”) that they approve an increase in the total number of authorized shares of the Company’s common stock from 450,000,000 to 1,400,000,000. On June 23, 2017, the Company received written consent in lieu of a meeting from the Majority Stockholders, amending the Company's Certificate of Incorporation, as amended, to this increase in authorized shares. The Company filed the amendment with the State of Nevada on August 14, 2017. 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. During the year ended December 31, 2017, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 53,485,394 shares of its common stock in amount of $2,204,014. The Company issued 8,087,500 shares of common stock for the conversion of convertible notes totaling $323,500. Additionally, 4,050,000 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, 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. During the year ended December 31, 2017, 41,178,595 shares of common stock were issued for consulting services valued at $0.030 to $0.074 per share, based upon the fair value of the common stock on the measurement date totaling $2,553,519, which was recognized immediately as general and administrative expense. Options for Common Stock A summary of option activity as of December 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 December 31, 2017 1,650,000 0.04 2.52 – Options vested and exercisable at December 31, 2017 1,650,000 $ 0.04 2.52 $ – 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 $0 as his stock-based compensation related to the stock options for the years ended December 31, 2017 and 2016, 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 December 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 78,395,012 0.080 0.51 – Exercised – – – – Canceled/forfeited/expired (158,166,661 ) 0.085 – – Outstanding at December 31, 2017 172,769,487 $ 0.089 1.50 $ – Warrants vested and exercisable at December 31, 2017 172,769,487 $ 0.089 1.50 $ – 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. During the year ended December 31, 2017, the Company issued 49,850,252 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 year ended December 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 year ended December 31, 2017.

9. RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2017 and 2016, Mr. Letcavage (directly or through related entities) recorded $424,880 (including $55,440 for amounts due for prior years and accrued and unpaid amount of $59,369 as of December 31, 2017) and $292,000, 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, 2017 December 31, 2016 iCapital Advisory – Consulting fees and expenses $ 110,656 $ 31,467 Jamp Promotion – Commissions 90,500 90,500 Mason Ventures and Sebo Services – Loans – – $ 201,156 $ 121,967 Related party receivable - Mason Ventures and Sebo Services $ 52,429 67,879 During the year ended December 31, 2017, the Company received loans from Mason Ventures of approximately $15,450 and repaid $0. During the year ended December 31, 2016, we received loans from Mason Ventures of approximately $710,453 and repaid approximately $783,370. 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

10. COMMITMENTS AND CONTINGENCI

10. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – 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 Securities and Exchange Commission v. Premier Holding Corporation, et. al. (the “SEC Litigation”). The SEC Litigation, set in the U.S. District Court for the Central District of California, alleges that: · Premier is liable for violating Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(b) of the Exchange Act, and Rules 10b-5, 13a-1, 13a-11, and 13a-13 thereunder; and · Letcavage (our CEO and President) is liable for: (i) violating Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5 thereunder, Exchange Act Sections 13(a) and 13(b)(5) and Rules 13a-14 and 13b2-1 thereunder; (ii) as a control person under Exchange Act Section 20(a) for Premier’s violations of the Exchange Act; and (iii) under Exchange Act Section 20(e) and Securities Act Section 15(b) for aiding and abetting Premier’s violations of Securities Act Sections 17(a)(2) and 17(a)(3), Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), and Rules 13a-1, 13a-11, and 13a-13 thereunder. The SEC Litigation seeks permanent injunctions, disgorgement of ill-gotten gains plus prejudgment interest thereon, and civil monetary penalties as to Premier and Letcavage, as well as a penny stock bar and an officer-and-director bar against Mr. Letcavage. The SEC Litigation is currently in the discovery stage, which ends in March of 2019, and is set for trial in June of 2019. The Company and Mr. Letcavage are currently vigorously contesting the SEC Litigation. Settlement discussions to date have not been productive. At this time, an estimate of the outcome of this matter cannot be determined. Shao Shu Zhang, et al. v. Premier Holding Corporation, et al. On June 18, 2018, Shao Shu Zhang and others filed a complaint against the Company and others in the Los Angeles Superior Court. The Company filed a general denial to the complaint on September 26, 2018. It is currently too early in the litigation to evaluate the likelihood of an unfavorable outcome or any estimate of the amount or range of potential loss.

11. INCOME TAXES

11. INCOME TAXES	12 Months Ended
	Dec. 31, 2017
Income Taxes
INCOME TAXES	NOTE 11 – INCOME TAXES Net deferred tax assets consist of the following: December 31, December 31, 2017 2016 Deferred tax assets 11,930,000 11,880,000 Valuation allowance (11,930,000 ) (11,880,000 ) 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 $50,000 during the year ended December 31, 2017 primarily represents the increase in goodwill impairment expense, partially offset by the reduced benefit of our net operating loss carry-forwards, decreased as a result of the federal corporate income tax rate change from 35% to 21% effective January 1, 2018, and change of fair value of the derivative liability during the period. 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. As of December 31, 2017, our estimated net operating loss carry-forward is approximately $29,000,000 and will expire beginning in 2032 through 2037. 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 2015, 2016 and 2017, which are subject to examination.

12. SUBSEQUENT EVENTS

12. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 - SUBSEQUENT EVENTS From January through September 2018, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 38,536,159 shares of its common stock in the aggregate amount of $615,903. From January through September 2018, the Company received an aggregate of $104,518 from accredited investors for the sale of 6,968,466 shares of common stock of which shares have not yet been issued as of the date of this filing. From January through September 2018, the Company issued an aggregate of 19,944,473 shares of its common stock for services with an aggregate fair value of $582,759. From January through September 2018, the Company issued an aggregate of 10,166,665 shares of its common stock for the conversion of convertible notes payable with an aggregate fair value of $80,000. On August 31, 2018, the Company received $162,500 from a warrant holder for the exercise of warrants at $0.01 per share for 16,250,000 shares of the Company’s common stock which have not yet been issued as of the date of this filing.

2. BASIS OF PRESENTATION AND _2

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
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, TPC and AIC as of and for the years ended December 31, 2017 and 2016. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the estimate of doubtful accounts receivable, valuation of stock-based compensation, valuation of derivative liabilities, fair values in connection with the analysis of goodwill and long-lived assets for impairment, valuation allowances against net deferred tax assets and estimated useful lives for intangible assets and property and equipment.
Revenue Recognition and Cost of Sales	Revenue Recognition and Cost of Sales E3 offers energy efficiency products and services to commercial 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, 2017 and 2016, the Company does not have any cash equivalents.
Accounts Receivable	Accounts Receivable All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted for payment. The Company uses the allowance method to account for uncollectable accounts receivable. As of December 31, 2017, and 2016, the balance of allowance for bad debts was $55,000 and $100,000, respectively.
Inventory	Inventory Inventory is stated at the lower of cost or market. At December 31, 2017, inventory consists of raw materials.
Equipment	Equipment Equipment consists of a vehicles and computer equipment and is recorded at cost less accumulated depreciation. The Company’s equipment is amortized on a straight-line basis over its estimated life, generally three to five years.
Non-controlling Interest	Non-controlling Interest Non-controlling interests in TPC is recorded as a component of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. The Company maintains an 80% limited interest in TPC and the remaining 20% non-controlling interest is held by TPC’s members.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260 Earnings per Share As of December 31, 2017 and 2016, the Company had 450,000 and 450,000 shares of Preferred Stock outstanding, respectively. Net convertible debt as of December 31, 2017 and 2016 was $1,307,758 and $1,252,887, 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, 2016 $ – $ – $ 918,000 $ 918,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – December 31, 2017 $ – $ – $ 226,000 $ 226,000
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, a 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, along 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. The Company used a blend of the discounted cash flow method and the guideline company transactions method for the impairment testing as of September 30, 2017. The Company performed discounted cash flow analysis projected over 5 years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) less than the $4 million book value of goodwill. This analysis factored the recent reduction in residential revenue at TPC, which was due primarily to the sales agent attrition of approximately 25% of the door-to-door sales force. The average number of agents in the field fell from 80 in September of 2016 to 60 in September 2017. The drop in the number of agents was due primarily to an outside sales organization who recruited these agents. Since then, TPC has settled a suit that TPC initiated against this firm in which, along with a monetary penalty, the firm agreed to not solicit TPC agents in the future. TPC is actively recruiting to replace this sales force. Also, sales were impacted due to the transitioning of resources to call center and online residential sales in preparation for transitioning to selling our own alternative supplier. The Company determined these were indicators of impairment in goodwill for TPC during the three months ended September 30, 2017 and impaired the goodwill by $2,085,000. The Company performed this analysis as of December 31, 2017 and determined that the goodwill should be further impaired by the remaining $1,915,000.
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 adopted 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, 2017, 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. 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. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. Under the amendments, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment, and if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The same impairment test will therefore apply to all reporting units, and an entity will be required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. SEC filers are required to adopt the new standard for annual or any interim goodwill impairment tests in fiscal years beginning after Dec. 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates on or after Jan. 1, 2017. The Company elected to early adopt this new standard effective September 30, 2017.

2. BASIS OF PRESENTATION AND _3

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Level 3 derivative liabilities	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, 2016 $ – $ – $ 918,000 $ 918,000 Level 1 Level 2 Level 3 Total Fair value of convertible note derivative liability – December 31, 2017 $ – $ – $ 226,000 $ 226,000

4. ACQUISITIONS & GOODWILL (Tab

4. ACQUISITIONS & GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Schedule of goodwill	The Power 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 (4,000,000 ) Balances at December 31, 2017: $ –
Purchase price allocation	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, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability	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 (692,000 ) Derivative on new loans - Reduction due to debt conversions - Derivative liability as of December 31, 2017 $ 226,000

8. STOCKHOLDERS' EQUITY (Tables

8. STOCKHOLDERS' EQUITY (Tables)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
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 December 31, 2017 1,650,000 0.04 2.52 – Options vested and exercisable at December 31, 2017 1,650,000 $ 0.04 2.52 $ –
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 78,395,012 0.080 0.51 – Exercised – – – – Canceled/forfeited/expired (158,166,661 ) 0.085 – – Outstanding at December 31, 2017 172,769,487 $ 0.089 1.50 $ – Warrants vested and exercisable at December 31, 2017 172,769,487 $ 0.089 1.50 $ –

9. RELATED PARTY TRANSACTIONS (

9. RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related party transactions	December 31, 2017 December 31, 2016 iCapital Advisory – Consulting fees and expenses $ 110,656 $ 31,467 Jamp Promotion – Commissions 90,500 90,500 Mason Ventures and Sebo Services – Loans – – $ 201,156 $ 121,967 Related party receivable - Mason Ventures and Sebo Services $ 52,429 67,879

11. INCOME TAXES (Tables)

11. INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes
Schedule of deferred tax assets	December 31, December 31, 2017 2016 Deferred tax assets 11,930,000 11,880,000 Valuation allowance (11,930,000 ) (11,880,000 ) Net deferred tax asset $ – $ –

2. BASIS OF PRESENTATION AND _4

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-Fair Value Measurements) - Fair Value, Measurements, Nonrecurring [Member] - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Fair value of convertible note derivative liability	$ 226,000	$ 918,000
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	$ 226,000	$ 918,000

2. BASIS OF PRESENTATION AND _5

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Allowance for bad debts	$ 55,000	$ 100,000
Preferred stock outstanding	1,400,000	1,400,000
Convertible debt outstanding	$ 1,307,758	$ 1,252,887
Goodwill impairment	4,000,000	$ 0
The Power Company USA, LLC [Member]
Goodwill impairment	$ 4,000,000
Options [Member]
Antidilutive shares	1,650,000	147,499,487
Warrants [Member]
Antidilutive shares	1,650,000	227,271,136

3. GOING CONCERN AND MANAGEME_2

3. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Going Concern And Managements Liquidity Plans
Accumulated deficit	$ (39,918,531)	$ (29,392,022)
Operating losses	(10,640,408)	(4,576,545)
Net cash used in operating activities	$ (3,519,795)	$ (4,002,176)

4. ACQUISITIONS & GOODWILL (Det

4. ACQUISITIONS & GOODWILL (Details - Goodwill) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Business Combinations [Abstract]
Goodwill, beginning balance	$ 4,000,000	$ 4,000,000
Aggregate goodwill acquired	0	0
Impairment losses	(4,000,000)	0
Goodwill, ending balance	$ 0	$ 4,000,000

4. ACQUISITIONS & GOODWILL (D_2

4. ACQUISITIONS & GOODWILL (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Business Combinations [Abstract]
Amortization expense	$ 300,000
Goodwill impairment	$ 4,000,000	$ 0

5. CONVERTIBLE NOTES PAYABLE (D

5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Convertible Notes Payable 1 [Member]
Debt converted into stock, amount converted	$ 12,000
Convertible note balance	815,000
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	$ 311,500
Convertible note balance	$ 992,300
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	62,919
Amortization of debt discount	0	$ 70,398
Interest expense	132,202	196,262
Convertible Notes Payable[Member]
Debt converted into stock, amount converted	$ 323,500
Debt converted into stock, stock issued	8,087,500
Interest expense	$ 657,466	$ 1,934,976

6. NOTES PAYABLE (Details Narra

6. NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Notes Payable [Abstract]
Notes payable for financing of vehicles	$ 115,386	$ 143,557

7. DERIVATIVE LIABILITY (Detail

7. DERIVATIVE LIABILITY (Details)	12 Months Ended
	Dec. 31, 2017USD ($)
Derivative liability
Derivative liabilities, beginning balance	$ 918,000
Change in fair value of derivative liability	(692,000)
Derivative on new loans	0
Reduction due to debt conversions	0
Derivative liabilities, ending balance	$ 226,000

7. DERIVATIVE LIABILITY (Deta_2

7. DERIVATIVE LIABILITY (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Debt discount on convertible feature of derivative liability	$ 1,438,000
Interest expense related to amortization of debt discount	$ 204,624

8. STOCKHOLDERS' EQUITY (Detail

8. STOCKHOLDERS' EQUITY (Details-Option activity) - Options [Member] - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Number Outstanding
Beginning Balance	1,650,000	6,000,000
Granted	0	0
Exercised	0	0
Canceled/forfeited/expired	0	0
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	$ .04
Granted
Exercised
Canceled/forfeited/expired
Ending Balance	0.04	$ .04
Options vested and exercisable Ending Balance	$ 0.04
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life	2 years 6 months 7 days	3 years 6 months 7 days
Options vested and exercisable Ending Balance	2 years 6 months 7 days
Aggregate Intrinsic Value
Aggregate intrinsic value	$ 0

8. STOCKHOLDERS' EQUITY (Deta_2

8. STOCKHOLDERS' EQUITY (Details-Warrant activity) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Warrants [Member]
Number of Warrants Outstanding
Beginning Balance	227,271,136	12,428,629
Granted	78,395,012	219,802,470
Exercised	0	0
Canceled/forfeited/expired	(158,166,661)	(4,959,963)
Ending Balance	172,769,487	227,271,136
Warrants vested and exercisable	172,769,487
Weighted - Average Exercise Price Per Share
Beginning Balance	$ 0.089	$ 0.194
Granted	0.080	0.086
Exercised
Canceled/forfeited/expired	0.085	1.94
Ending Balance	.089	$ 0.089
Warrants vested and exercisable price per share	$ .089
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life - warrants granted	6 months 4 days	1 year 5 months 8 days
Weighted average remaining contractual life - warrants cancelled		1 year 7 months 28 days
Weighted average remaining contractual life	1 year 6 months	1 year 5 months 8 days
Warrants vested and exercisable weighted average remaining contractual life	1 year 6 months
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	$ .04
Ending Balance	$ 0.04	$ .04

8. STOCKHOLDERS' EQUITY (Deta_3

8. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock sold new, value	$ 2,204,014	$ 5,486,408
Stock issued for conversion of notes, value	$ 323,500	1,302,500
Stock cancelled and returned to treasury, shares	1,000,000
Stock issued for services, value	$ 2,553,519	1,027,449
Stock based compensation	$ 0	$ 0
Common Stock [Member]
Stock cancelled and returned to treasury, shares	4,050,000	1,000,000
Warrants [Member]
Warrants issued		1,966,650
Convertible Notes [Member]
Stock issued for conversion of notes, shares	8,087,500	32,562,500
Stock issued for conversion of notes, value	$ 323,500	$ 1,302,500
Warrants issued		49,850,252
Accredited Investors [Member]
Stock sold new, shares issued	53,485,394	106,948,320
Stock sold new, value	$ 2,204,014	$ 5,486,407
Warrants issued		217,835,820
Consulting services [Member]
Stock issued for services, shares		15,942,858
Stock issued for services, value		$ 1,027,450
Warrants issued	28,544,760
Warrants fair value at date of grant	$ 808,356

9. RELATED PARTY TRANSACTIONS_2

9. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Related party payables	$ 201,156	$ 121,967
Related party receivable	52,429	67,879
iCapital Advisory [Member]
Related party payables	110,656	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	$ 52,429	$ 67,879

9. RELATED PARTY TRANSACTIONS_3

9. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Mason Ventures and Sebo Service [Member]
Proceeds from related party loans	$ 15,450	$ 710,453
Repayments of related party debt	0	783,370
CEO and CFO [Member]
Officer salaries	$ 424,880	$ 292,000

10. COMMITMENTS AND CONTINGEN_2

10. COMMITMENTS AND CONTINGENCIES (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
Monthly operating lease payment	$ 9,415
Lease expiration date	Mar. 31, 2019

11. INCOME TAXES (Details - Def

11. INCOME TAXES (Details - Deferred tax assets) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details - Deferred Tax Assets
Deferred tax assets	$ 11,930,000	$ 11,880,000
Valuation allowance	(11,930,000)	(11,880,000)
Net deferred taxes	$ 0	$ 0

11. INCOME TAXES (Details Narra

11. INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details - Deferred Tax Assets
Increase in deferred tax valuation allowance	$ 50,000	$ 1,700,000
Net operating loss carryforward	$ 29,000,000
Operating loss beginning expiration date	Dec. 31, 2032