Premier Holding (PRHL) 10-Q 28 Jun 19 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Jun. 25, 2019
Document And Entity Information
Entity Registrant Name	PREMIER HOLDING CORP.
Entity Central Index Key	0001030916
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		665,481,829
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018
Entity Emerging Growth Company	false
Entity Small Business	true
Entity File Number	000-53824
Entity Shell Company	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 75,187	$ 570,527
Accounts receivable, net	387,833	480,304
Prepaid expenses	256,005	244,454
Inventory	5,871	5,871
Related party receivable - managing director	52,429	52,429
Total current assets	777,325	1,353,585
Other Assets
Equipment, net	110,421	122,257
Intangible asset, net	125,000	125,000
Total Assets	1,012,746	1,600,842
Current Liabilities:
Accounts payable and accrued liabilities	522,936	433,842
Accounts payable - related party	200,425	201,156
Convertible note, net	1,388,786	1,307,758
Notes payable	108,482	115,386
Derivative liability	301,000	226,000
Total liabilities	2,521,629	2,284,142
Commitments and Contingencies (Note 8)
Stockholders' Equity:
Preferred stock	0	0
Common stock, $0.0001 par value, 1,400,000,000 shares authorized; 478,754,847 and 457,541,710 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	47,875	45,754
Common stock to be issued	14,000	14,000
Treasury stock	(869,000)	(869,000)
Additional paid in capital	41,433,013	40,588,176
Accumulated deficit	(41,532,029)	(39,918,531)
Total Premier Holding Corporation stockholders' equity	(906,096)	(139,556)
Non-controlling interest	(602,787)	(543,744)
Total Stockholders' Equity	(1,508,883)	(683,300)
Total Liabilities and Stockholders' Equity	1,012,746	1,600,842
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	20	20
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred stock	$ 25	$ 25

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Stockholders' Equity:
Preferred stock, par value	$ .0001	$ .0001
Preferred stock, authorized shares	42,750,000	42,750,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	1,400,000,000	1,400,000,000
Common stock, issued shares	478,754,847	457,541,710
Common stock, outstanding shares	478,754,847	457,541,710
Series A Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	7,000,000	7,000,000
Preferred stock, issued shares	200,000	200,000
Preferred stock, outstanding shares	200,000	200,000
Series B Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	250,000	250,000
Preferred stock, issued shares	250,000	250,000
Preferred stock, outstanding shares	250,000	250,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue
Total Revenue	$ 505,267	$ 656,879
Cost of Revenue	0	3,214
Gross Profit	505,267	653,665
Operating expenses:
Selling, general and administrative	1,953,981	4,310,195
Impairment loss - goodwill	0	0
Total operating expenses	1,953,981	4,310,195
Operating loss	(1,448,714)	(3,656,530)
Other income (expense):
Interest expense	(148,827)	(207,273)
Gain on change in fair value of derivative liability	(75,000)	258,000
Total other expense, net	(223,827)	50,727
LOSS BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST	(1,672,541)	(3,605,803)
Income taxes	0	0
LOSS BEFORE NON-CONTROLLING INTEREST	(1,672,541)	(3,605,803)
NET LOSS	(1,672,541)	(3,605,803)
Net Loss attributable to non-controlling interest	59,043	29,668
Net loss attributable to Premier Holding Corporation	$ (1,613,498)	$ (3,576,135)
Net loss Attributable to Premier Holding Corporation per share - basic and diluted	$ 0	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted	465,540,912	364,588,043
TPC Commission Revenue [Member]
Revenue
Total Revenue	$ 505,267	$ 654,364
Product Revenue [Member]
Revenue
Total Revenue	$ 0	$ 2,515

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows from Operating Activities:
Net loss	$ (1,672,541)	$ (3,605,803)
Adjustments to reconcile net loss to cash used in operating activities:
Loss from discontinued operations	0	0
Share based payments issued for services	643,619	1,585,672
Impairment loss - goodwill	0	0
Impairment loss - intangibles	0	0
Gain on change in fair value of derivative liability	75,000	(258,000)
Change in fair value of contingent liability	0	0
Warrants and options issued for services	0	808,356
Depreciation and amortization expense	11,836	12,419
Amortization of debt discounts	81,028	131,745
Loss (gain) on extinguishment of debt	0	0
Changes in operating assets and liabilities:
Accounts receivable	92,471	80,228
Prepaid expenses	(11,551)	(8,142)
Inventory	0	(7,670)
Accounts payable and accrued liabilities	89,094	133,905
Net cash used in operating activities	(691,044)	(1,127,290)
CASH USED IN INVESTING ACTIVITIES:
Purchase of equipment	0	0
Purchase of subsidiary - AIC, LLC	0	0
Net cash used in investing activities	0	0
Cash Flows from Financing activities:
Net advances to related party	(731)	(29,960)
Payments for notes payable	(6,904)	(6,965)
Proceeds from notes payable	0	0
Proceeds from sale of preferred stock	0	0
Proceeds from common stock payable	0	713,933
Proceeds from sale of common stock	203,339	814,590
Proceeds from convertible notes payable	0	0
Payment of lawsuit liability	0	0
Net cash provided by financing activities	195,704	1,491,598
Net change in cash	(495,340)	364,308
Cash at beginning of period	570,527	1,811,503
Cash at end of period	75,187	2,175,811
Supplemental Information:
Interest	61,701	84,357
Income taxes	0	0
Non-Cash Investing and Financing Activities:
Common stock issued for conversion of debt	$ 0	$ 321,500

1. NATURE OF OPERATIONS, BASIS

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Company Overview Premier Holding Corporation (“we”, “us”, “our”, or the “Company”) is an energy services holding company. The Company provides an array of energy services through its subsidiary companies, E3 and TPC. We provide 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 incorporated in Nevada on October 18, 1971 under the name of Mr. Nevada, Inc., and following the completion of a limited public offering in April 1972, it commenced limited operations which were discontinued in 1990. Thereafter and through 2012, the Company reorganized as a holding company that provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies to our 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, we acquired an 80% stake in TPC, a deregulated power broker in Illinois. The clients of TPC have commercial/industrial facilities such as small businesses, warehouses and distribution centers, which are candidates for E3’s products and services. During the period covered by this report and prior to the transaction described below under the Share Exchange Agreement, we provided an array of energy services through E3 and TPC. The Company provides solutions that enable customers to reduce their energy consumption, lower their operating and maintenance costs, and realize environmental benefits. Our comprehensive set of services includes competitive electricity plans and upgrades to a facility’s energy infrastructure. In addition to organic growth, we expect that strategic acquisitions of complementary businesses and assets will remain an important part of our growth plan to enable us to broaden our service offerings and expand our 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 March 31, 2018. On March 12, 2018, the Company’s Board of Directors (the “Board”) approved a Membership Interest Exchange and Contribution Agreement, as amended, (the “Share Exchange Agreement”) by and among the Company, the Company’s wholly-owned subsidiaries The Power Company, an Illinois limited liability corporation (“TPC”) and American Illuminating Company, a Connecticut limited liability corporation (“AIC”), and AOTS 42 (“AOTS”), a Delaware corporation. The Share Exchange Agreement was subsequently executed on March 23, 2018. Under the terms of the Share Exchange Agreement, among other things, the Company will contribute all of its membership interests of its wholly-owned subsidiaries TPC and AIC to AOTS, in exchange for 19,250,000 AOTS common stock shares, $0.0001 par value per share, representing approximately 39.65% of the 48,550,000 issued and outstanding common shares of AOTS on a fully-diluted basis, after giving effect to such issuance (the “Purchased Shares”). Performance of the Share Exchange Agreement is subject to customary regulatory approvals for a transaction of this type, as well as certain other closing conditions. The Company will not be retaining ownership of any of the 19,250,000 AOTS shares it receives as a result of the Share Exchange Agreement. Instead, the Company’s Board of Directors has approved the distribution of these AOTS shares to the Company’s common shareholders upon consummation of the Share Exchange Agreement. Accordingly, on March 27th, 2018, the Board authorized the Company to make a pro rata stock distribution to its common shareholders of the 19,250,000 AOTS common shares received by the Company pursuant to the AOTS Share Exchange Agreement (the “AOTS Share Distribution”). Pursuant to the AOTS Share Distribution, holders of Company common stock will receive a certain amount of shares of AOTS common stock for each share of Company Common Stock held at the close of business on a record date to be determined by the Board as the record date for the AOTS Stock Dividend (the “Distribution Record Date”), at a ratio to be determined by the Board (the “AOTS Share Distribution Ratio”). Consummation of the AOTS Share Exchange Agreement, including the consummation of the contribution of the TPC membership interests to AOTS, is a condition to the AOTS Share Distribution. Any such distribution of AOTS shares to Premier shareholders will result in Premier shareholders holding restricted stock in a private company, and such shares will accordingly not be freely transferrable absent, among others, registration with the SEC, or an exemption from registration. The Share Exchange Agreement the Company entered into with AOTS is part of a series of recent transactions by AOTS involving the acquisition of certain assets from various entities in exchange for AOTS common stock (the “AOTS Transactions”). The AOTS Transactions consist of : (1) The Company’s contribution of its wholly-owned TPC and AIC subsidiaries pursuant to the Share Exchange Agreement, (2) A Membership Interest Exchange and Contribution Agreement dated March 16, 2018 between AOTS and Rescom Energy, L.L.C., a Connecticut limited liability company (“Rescom”), as amended, (the “Rescom Agreement”), whereby 100% of Rescom’s membership interests were contributed to AOTS in exchange for 10,000,000 AOTS common shares; (3) A Share Exchange Agreement dated March 23, 2018 between AOTS and Advanced E Lighting, L.L.C., a Connecticut limited liability company (“Advanced”), as amended, (the “Advanced Agreement”) whereby 100% of Advanced’s membership interests were contributed to AOTS in exchange for 6,000,000 AOTS common shares; and (4) A Membership Interest Exchange and Contribution Agreement dated March 23, 2018 between AOTS and TPC Management Co., L.L.C., an Illinois limited company (TPCM”), as amended, (the “TPCM Agreement”) whereby TPCM contributed certain intellectual property relating to an online client energy portal (the “Intellectual Property”) to AOTS in exchange for 6,000,000 common shares of AOTS. Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB). Significant Accounting Policies For reference to a complete list of significant accounting policies, these financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 (including the notes thereto) set forth on Form 10-K. 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. During the three months ended March 31, 2018, there were several other new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

2. GOING CONCERN AND MANAGEMENT

2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	3 Months Ended
	Mar. 31, 2018
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of March 31, 2018, the Company had an accumulated deficit of approximately $42 million. For the three months ended March 31, 2018 and 2017, the Company incurred operating losses of $1,448,714 and $3,656,530, respectively, and used cash in operating activities of $691,044 and $1,127,290, 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 which may be on less favorable terms, until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial statements, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. ACQUISITIONS & GOODWILL

3. ACQUISITIONS & GOODWILL	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
ACQUISITIONS & GOODWILL	NOTE 3 – ACQUISITIONS & GOODWILL The following table presents details of the Company’s goodwill as of March 31, 2018 and December 31, 2017: The Power Company Balances at January 1, 2017: $ 4,000,000 Aggregate goodwill acquired – Impairment losses (4,000,000 ) Balances at December 31, 2017: – Aggregate goodwill acquired – Impairment losses – Balances at March 31, 2018: $ – The Power Company USA, LLC Share Exchange On February 28, 2013, the Company acquired 80% of the outstanding membership units of TPC, a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000. The total purchase price for TPC was allocated as follows: Goodwill $ 4,500,000 Total assets acquired 4,500,000 The purchase price consists of the following: Common Stock 4,500,000 Total purchase price $ 4,500,000 The total amount of goodwill that is expected to be deductible for tax purposes is $4,500,000 and is amortized over 15 years. The total amortization expense for tax purposes for the three months ended March 31, 2018 is $75,000. 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 $4,000,000.

4. CONVERTIBLE NOTES PAYABLE

4. CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 4 – 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 shares 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 falls, unless an election is made for repayment in cash one year from the contract date. In the event such an election is made, the holders may convert the note in whole or in part into shares of common stock at a conversion price of 80% of the average closing market price over the prior 30 days of trading. During the three months ended March 31, 2018, a total of $0 of these notes were converted into shares of common stock, with a total of $815,000 of these notes remaining as of March 31, 2018. The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging and determined that the instrument should be classified as a liability once the conversion option becomes effective after one year due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued (see Note 5). Between March 9, 2015 and May 11, 2016, the Company entered into convertible notes with third parties for use as operating capital for a total of $2,074,800. The convertible notes payable agreements require the Company to repay the principal, together with 12% annual interest by the agreements’ expiration dates ranging between March 9, 2018 and May 11, 2019. The notes are secured by assets of the Company and mature three years from the issuance date. Six months from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at $0.15. Two warrants were issued with each note including (1) a warrant to purchase an amount of equal to 50% of face value of the note at an exercise price $0.15 for a period of three years following the note issuance date and (2) a warrant to purchase an amount of equal to 83.33% of face value of the note at an exercise price $0.25 for a period of three years following the note issuance date. The Company recorded an aggregate debt discount of $686,536 for the fair value of these warrants through March 31, 2018, 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 $32,131. The total debt discount recorded during the three months ended March 31, 2018 and 2017 was $0 and $0, respectively. Interest expense related to the amortization of this debt discount for the three months ended March 31, 2018 and 2017 was $61,701 and $69,357, respectively. During the three months ended March 31, 2018, a total of $0 of these notes were converted into shares of common stock, with a total of $992,300 of these notes remaining as of March 31, 2018. During the three months ended March 31, 2018, the total of all notes converted was $0. The net balance of all notes as of March 31, 2018 of $1,388,786 reflects total notes of $1,807,300, net of debt discounts of $32,131 related to the warrants and $386,383 related to the derivative liability (see Note 5). During the three months ended March 31, 2018 and 2017, the Company recorded interest expense of $148,827 and $207,273, respectively.

5. DERIVATIVE LIABILITY

5. DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	NOTE 5 – 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 $301,000 for the fair value of the convertible feature included in the Company’s convertible debt instruments as of March 31, 2018. The derivative liability recorded for the convertible feature created a debt discount of $1,438,000, which is being amortized over the remaining term of the notes using the effective interest rate method and is included in convertible notes on the balance sheet at March 31, 2018 with an unamortized balance of $386,383. Interest expense related to the amortization of this debt discount for the three months ended March 31, 2018, was $50,240. Additionally, $0 of debt discount was charged to interest expense during the three months ended March 31, 2018, representing the amount of debt discount in excess of the convertible debt. A total of $0 of the debt discount was charged to interest expense during the three months ended March 31, 2018 related to convertible debt converted during the year. Key inputs and assumptions used to value the embedded conversion feature in the month the Notes became convertible were as follows: · The average value of a share of Company stock in the month the Notes became convertible, the measurement date - ranging from $0.026 - $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 March 31, 2018: · The value of a share of Company stock on March 31, 2018, the measurement date - $0.0259 (per the over-the-counter market quotes); · Conversion price - $0.0211, based on 80% of the average quoted market price for the Company’s common stock for the 30-day period ended March 31, 2018; and · Number of shares into which Notes would convert - face value of Notes divided by $0.0211. The following table summarizes the derivative liability included in the consolidated balance sheet: Derivative liability as of December 31, 2017 $ 226,000 Change in fair value of derivative liability 75,000 Derivative on new loans – Reduction due to debt conversions – Derivative liability as of March 31, 2018 $ 301,000

6. STOCKHOLDERS' EQUITY

6. STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY Preferred Stock On June 3, 2013, the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share. As of March 31, 2018, there were 200,000 Series A Non-Voting Convertible Stock shares and 250,000 Series B Voting Convertible Preferred Stock shares issued and outstanding. On March 31, 2014, the Board of Directors of the Company approved the creation of a Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”). On April 1, 2014, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock in Nevada of which the Company is authorized to issue up to 7,000,000 shares with a par value of $0.0001 per share. In general, each share of Series A Preferred Stock has no voting or dividend rights, a stated value of $1.00 per share (the “Stated Value”), and is convertible three months after issuance into common stock at the conversion price equal to one-tenth (1/10) of the Stated Value, or at $0.10 per common share. On December 11, 2015, the Board of Directors of the Company approved the creation of the Corporation’s Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”). On December 16, 2015, the Corporation filed a Certificate of Designation for the Series B Preferred Stock in Nevada of which the Company is authorized to issue up to 250,000 shares with a par value of $0.0001 per share. Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock. Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock of the Company at any meeting of stockholders of the Company at which stockholders have the right to vote. Series B Preferred Stock shall have voting rights for a period of three years from the date of issuance. On the third anniversary of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock shall be converted into four shares of common stock without further action of the Board of Directors. Series B Preferred Stock shall have the same dividends per share and, except as provided above, the same powers, designations, preferences and relative rights, qualifications, limitations or restrictions as those of shares of Series A Preferred Stock of the Company. Common Stock 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 three months ended March 31, 2018, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 10,167,000 shares of its common stock in amount of $203,339. Additionally, 11,046,137 shares of common stock were issued for consulting services valued at prices ranging from $0.028 to $0.030 per share, based upon the fair value of the common stock on the measurement date totaling $643,619, which was recognized immediately as general and administrative expense. Unless otherwise set forth above, the securities described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Options for Common Stock A summary of option activity as of March 31, 2018 is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 1,650,000 $ 0.04 4.53 $ – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at December 31, 2017 1,650,000 0.04 3.52 – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at March 31, 2018 1,650,000 0.04 2.78 $ 28,080 Options vested and exercisable at March 31, 2018 1,650,000 $ 0.04 2.78 $ 28,080 On September 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 for 5,000,000 shares vesting over 2 years at an initial exercise price per share equal to $.0025 per share. Stock options have vested at the following rate: · 1,000,000 (one million) shares of common stock on the Commencement Date (January 1, 2014); · 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. As of December 31, 2015, $872,316 had been recorded as his stock based compensation related to the stock options, with $0 unrecognized cost related to the stock options remaining. On October 8, 2015, Mr. Letcavage exercised 4,000,000 options for common stock at an aggregate price of $10,000, which was paid through the reduction of accounts payable owed Mr. Letcavage. On December 31, 2014, the Board of Directors of the Company granted 150,000 stock options to each of its three board members with vesting immediately at an initial exercise price per share equal to $.15 per share. The Company valued the options using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of between 0.5 and 5 years, risk free rates of between 1.65 and 1.73 percent, and annualized volatility of between 108% and 217%. Warrants for Common Stock A summary of warrant activity as of March 31, 2018 is presented below: Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 227,271,136 $ 0.089 1.44 $ – Granted 78,395,012 0.080 0.76 – Exercised – – – – Canceled/forfeited/expired (158,166,661 ) 0.085 – – Warrants vested and exercisable at December 31, 2017 147,499,487 0.089 1.50 – Granted 35,184,000 0.070 1.07 – Exercised – – – – Canceled/forfeited/expired (1,486,666 ) 0.073 – – Outstanding at March 31, 2018 181,196,821 0.085 1.23 – Warrants vested and exercisable at March 31, 2018 181,196,821 $ 0.085 1.23 $ – During the three months ended March 31, 2018, the Company issued 35,184,000 warrants included with certain stock purchases from accredited investors, with exercise prices ranging from $0.07 to $0.10, and expiration dates ranging from 1 to 2 years. There was no expense resulting from these warrants.

7. RELATED PARTY TRANSACTIONS

7. RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS During the three months ended March 31, 2018 and 2017, Mr. Letcavage (directly or through related entities) earned $79,860 and $79,860, respectively as compensation for his role as our CEO and CFO. The following tables outline the related parties associated with the Company and amounts due or receivable for each period indicated. Name of Related Party Relationship with the Company iCapital Advisory Consultant company owned by the CEO of the Company Jamp Promotion Company owned by Patrick Farah, a managing director of TPC Mason Ventures and Sebo Services Companies owned by Shadie Kalkas, a managing director of TPC Amounts due to related parties March 31, 2018 December 31, 2017 iCapital Advisory – consulting fees $ 109,925 $ 110,656 Jamp Promotion – commissions 90,500 90,500 $ 200,425 $ 201,156 Related party receivable - Mason Ventures and Sebo Services $ 52,429 $ 52,429 During the three months ended March 31, 2018, the Company received loans from Mason Ventures of approximately $0 and repaid $0. The loans are unsecured and non-interest bearing. Additionally, we have also reviewed the facts and circumstance of our relationship with Nexalin Technology and iCapital Advisory, both of which are affiliated companies of our CEO, and have assessed whether these two companies are variable interest entities (VIEs). Based on the guidance provided in ASC 810, Consolidation

8. COMMITMENTS AND CONTINGENCIE

8. COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – 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.

9. SUBSEQUENT EVENTS

9. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS From April 2018 through June 2019 the Company entered into a series of stock purchase agreements with accredited investors for the sale of 72,761,983 shares of its common stock in the aggregate amount of $997,525. From April 2018 through June 2019, the Company issued an aggregate of 50,995,002 shares of its common stock for services with an aggregate fair value of $586,085. From April 2018 through June 2019, the Company issued an aggregate of 46,719,997 shares of its common stock for the conversion of convertible notes payable with an aggregate fair value of $603,300. 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. On or about April 4, 2019, the Company’s Board of Directors set May 4, 2019 as the record date to determine which of the Company’s stockholders are eligible to receive the pro rata stock distribution of 19,250,000 shares of AOTS common stock which the Company received pursuant to the Share Exchange Agreement dated March 23, 2018.

1. NATURE OF OPERATIONS, BASI_2

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Company Overview	Company Overview Premier Holding Corporation (“we”, “us”, “our”, or the “Company”) is an energy services holding company. The Company provides an array of energy services through its subsidiary companies, E3 and TPC. We provide 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 incorporated in Nevada on October 18, 1971 under the name of Mr. Nevada, Inc., and following the completion of a limited public offering in April 1972, it commenced limited operations which were discontinued in 1990. Thereafter and through 2012, the Company reorganized as a holding company that provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies to our 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, we acquired an 80% stake in TPC, a deregulated power broker in Illinois. The clients of TPC have commercial/industrial facilities such as small businesses, warehouses and distribution centers, which are candidates for E3’s products and services. During the period covered by this report and prior to the transaction described below under the Share Exchange Agreement, we provided an array of energy services through E3 and TPC. The Company provides solutions that enable customers to reduce their energy consumption, lower their operating and maintenance costs, and realize environmental benefits. Our comprehensive set of services includes competitive electricity plans and upgrades to a facility’s energy infrastructure. In addition to organic growth, we expect that strategic acquisitions of complementary businesses and assets will remain an important part of our growth plan to enable us to broaden our service offerings and expand our 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 March 31, 2018. On March 12, 2018, the Company’s Board of Directors (the “Board”) approved a Membership Interest Exchange and Contribution Agreement, as amended, (the “Share Exchange Agreement”) by and among the Company, the Company’s wholly-owned subsidiaries The Power Company, an Illinois limited liability corporation (“TPC”) and American Illuminating Company, a Connecticut limited liability corporation (“AIC”), and AOTS 42 (“AOTS”), a Delaware corporation. The Share Exchange Agreement was subsequently executed on March 23, 2018. Under the terms of the Share Exchange Agreement, among other things, the Company will contribute all of its membership interests of its wholly-owned subsidiaries TPC and AIC to AOTS, in exchange for 19,250,000 AOTS common stock shares, $0.0001 par value per share, representing approximately 39.65% of the 48,550,000 issued and outstanding common shares of AOTS on a fully-diluted basis, after giving effect to such issuance (the “Purchased Shares”). Performance of the Share Exchange Agreement is subject to customary regulatory approvals for a transaction of this type, as well as certain other closing conditions. The Company will not be retaining ownership of any of the 19,250,000 AOTS shares it receives as a result of the Share Exchange Agreement. Instead, the Company’s Board of Directors has approved the distribution of these AOTS shares to the Company’s common shareholders upon consummation of the Share Exchange Agreement. Accordingly, on March 27th, 2018, the Board authorized the Company to make a pro rata stock distribution to its common shareholders of the 19,250,000 AOTS common shares received by the Company pursuant to the AOTS Share Exchange Agreement (the “AOTS Share Distribution”). Pursuant to the AOTS Share Distribution, holders of Company common stock will receive a certain amount of shares of AOTS common stock for each share of Company Common Stock held at the close of business on a record date to be determined by the Board as the record date for the AOTS Stock Dividend (the “Distribution Record Date”), at a ratio to be determined by the Board (the “AOTS Share Distribution Ratio”). Consummation of the AOTS Share Exchange Agreement, including the consummation of the contribution of the TPC membership interests to AOTS, is a condition to the AOTS Share Distribution. Any such distribution of AOTS shares to Premier shareholders will result in Premier shareholders holding restricted stock in a private company, and such shares will accordingly not be freely transferrable absent, among others, registration with the SEC, or an exemption from registration. The Share Exchange Agreement the Company entered into with AOTS is part of a series of recent transactions by AOTS involving the acquisition of certain assets from various entities in exchange for AOTS common stock (the “AOTS Transactions”). The AOTS Transactions consist of : (1) The Company’s contribution of its wholly-owned TPC and AIC subsidiaries pursuant to the Share Exchange Agreement, (2) A Membership Interest Exchange and Contribution Agreement dated March 16, 2018 between AOTS and Rescom Energy, L.L.C., a Connecticut limited liability company (“Rescom”), as amended, (the “Rescom Agreement”), whereby 100% of Rescom’s membership interests were contributed to AOTS in exchange for 10,000,000 AOTS common shares; (3) A Share Exchange Agreement dated March 23, 2018 between AOTS and Advanced E Lighting, L.L.C., a Connecticut limited liability company (“Advanced”), as amended, (the “Advanced Agreement”) whereby 100% of Advanced’s membership interests were contributed to AOTS in exchange for 6,000,000 AOTS common shares; and (4) A Membership Interest Exchange and Contribution Agreement dated March 23, 2018 between AOTS and TPC Management Co., L.L.C., an Illinois limited company (TPCM”), as amended, (the “TPCM Agreement”) whereby TPCM contributed certain intellectual property relating to an online client energy portal (the “Intellectual Property”) to AOTS in exchange for 6,000,000 common shares of AOTS.
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).
Significant Accounting Policies	Significant Accounting Policies For reference to a complete list of significant accounting policies, these financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 (including the notes thereto) set forth on Form 10-K. 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. During the three months ended March 31, 2018, there were several other new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

3. ACQUISITIONS & GOODWILL (Tab

3. ACQUISITIONS & GOODWILL (Tables)	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
Schedule of goodwill	The Power Company Balances at January 1, 2017: $ 4,000,000 Aggregate goodwill acquired – Impairment losses (4,000,000 ) Balances at December 31, 2017: – Aggregate goodwill acquired – Impairment losses – Balances at March 31, 2018: $ –
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

5. DERIVATIVE LIABILITY (Tables

5. DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liability	Derivative liability as of December 31, 2017 $ 226,000 Change in fair value of derivative liability 75,000 Derivative on new loans – Reduction due to debt conversions – Derivative liability as of March 31, 2018 $ 301,000

6. STOCKHOLDERS' EQUITY (Tables

6. STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2017 1,650,000 $ 0.04 4.53 $ – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at December 31, 2017 1,650,000 0.04 3.52 – Granted – – – – Exercised – – – – Canceled/forfeited/expired – – – – Outstanding at March 31, 2018 1,650,000 0.04 2.78 $ 28,080 Options vested and exercisable at March 31, 2018 1,650,000 $ 0.04 2.78 $ 28,080
Warrant activity	Number Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2017 227,271,136 $ 0.089 1.44 $ – Granted 78,395,012 0.080 0.76 – Exercised – – – – Canceled/forfeited/expired (158,166,661 ) 0.085 – – Warrants vested and exercisable at December 31, 2017 147,499,487 0.089 1.50 – Granted 35,184,000 0.070 1.07 – Exercised – – – – Canceled/forfeited/expired (1,486,666 ) 0.073 – – Outstanding at March 31, 2018 181,196,821 0.085 1.23 – Warrants vested and exercisable at March 31, 2018 181,196,821 $ 0.085 1.23 $ –

7. RELATED PARTY TRANSACTIONS (

7. RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related party transactions	Name of Related Party Relationship with the Company iCapital Advisory Consultant company owned by the CEO of the Company Jamp Promotion Company owned by Patrick Farah, a managing director of TPC Mason Ventures and Sebo Services Companies owned by Shadie Kalkas, a managing director of TPC Amounts due to related parties March 31, 2018 December 31, 2017 iCapital Advisory – consulting fees $ 109,925 $ 110,656 Jamp Promotion – commissions 90,500 90,500 $ 200,425 $ 201,156 Related party receivable - Mason Ventures and Sebo Services $ 52,429 $ 52,429

1. NATURE OF OPERATIONS, BASI_3

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Intangible asset, net	$ 125,000	$ 125,000
WWCD Acquisition Agreement [Member]
Intangible asset, net	$ 125,000
Share Exchange Agreement [Member]
Shares purchased	19,250,000

2. GOING CONCERN AND MANAGEME_2

2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Going Concern And Managements Liquidity Plans
Accumulated deficit	$ (41,532,029)		$ (39,918,531)
Operating losses	(1,448,714)	$ (3,656,530)
Net cash used in operating activities	$ (691,044)	$ (1,127,290)

3. ACQUISITIONS & GOODWILL (Det

3. ACQUISITIONS & GOODWILL (Details - Goodwill) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Business Combinations [Abstract]
Goodwill, beginning balance	$ 0	$ 4,000,000
Aggregate goodwill acquired	0	0
Impairment losses	0	(4,000,000)
Goodwill, ending balance	$ 0	$ 0

3. ACQUISITIONS & GOODWILL (D_2

3. ACQUISITIONS & GOODWILL (Details - Allocation) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Goodwill	$ 0	$ 0	$ 4,000,000
The purchase prices consists of the following:
Common Stock	47,875	$ 45,754
TPC Acquisition [Member]
Goodwill	4,500,000
Total assets acquired	4,500,000
The purchase prices consists of the following:
Common Stock	4,500,000
Total purchase price	$ 4,500,000

3. ACQUISITIONS & GOODWILL (D_3

3. ACQUISITIONS & GOODWILL (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Common stock value	$ 47,875	$ 45,754
Goodwill	$ 0	$ 0	$ 4,000,000
TPC Acquisition [Member]
Common stock	30,000,000
Common stock value	$ 4,500,000
Goodwill	4,500,000
Amortization Expense	$ 75,000

4. CONVERTIBLE NOTES PAYABLE (D

4. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	May 11, 2016	Dec. 21, 2015
Notes payable	$ 1,807,300
Convertible note balance	1,388,786
Unamortized debt discount	32,131
Interest expense	50,240
Convertible Notes Payable 1 [Member]
Debt converted into stock, amount converted	0
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	$ 0
Convertible note balance	$ 992,300
Convertible notes face value			$ 2,074,800
Interest rate	12%
Range of maturity dates - start date	Mar. 9, 2018
Range of maturity dates - last date	May 11, 2019
Original issue discount	$ 686,536
Unamortized debt discount	32,131
Amortization of debt discount	0	$ 0
Interest expense	61,701	69,357
Derivative Liability [Member]
Unamortized debt discount	386,383
Convertible Notes Payable[Member]
Debt converted into stock, amount converted	$ 0
Debt converted into stock, stock issued	0
Interest expense	$ 148,827	$ 207,273

5. DERIVATIVE LIABILITY (Detail

5. DERIVATIVE LIABILITY (Details)	3 Months Ended
	Mar. 31, 2018USD ($)
Derivative liability
Derivative liabilities, beginning balance	$ 226,000
Change in fair value of derivative liability	75,000
Derivative on new loans	0
Reduction due to debt conversions	0
Derivative liabilities, ending balance	$ 301,000

5. DERIVATIVE LIABILITY (Deta_2

5. DERIVATIVE LIABILITY (Details Narrative)	3 Months Ended
	Mar. 31, 2018USD ($)
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
Interest expense	$ 50,240

6. STOCKHOLDERS' EQUITY (Detail

6. STOCKHOLDERS' EQUITY (Details-Option activity) - Options [Member] - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Number Outstanding
Beginning Balance	1,650,000	1,650,000	1,650,000
Granted	0	0
Exercised	0	0
Canceled/forfeited/expired	0	0
Ending Balance	1,650,000		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	$ .04
Granted
Exercised
Canceled/forfeited/expired
Ending Balance	0.04		$ .04	$ .04
Options vested and exercisable Ending Balance	$ 0.04
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life	2 years 9 months 11 days			4 years 6 months 11 days
Options vested and exercisable Ending Balance	2 years 9 months 11 days		3 years 6 months 7 days
Aggregate Intrinsic Value
Aggregate intrinsic value, granted	$ 28,080
Aggregate intrinsic value	$ 28,080

6. STOCKHOLDERS' EQUITY (Deta_2

6. STOCKHOLDERS' EQUITY (Details-Warrant activity) - Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Number of Warrants Outstanding
Beginning Balance	147,499,487	227,271,136
Granted	35,184,000	78,395,012
Exercised	0	0
Canceled/forfeited/expired	(1,486,666)	(158,166,661)
Ending Balance	181,196,821	147,499,487	227,271,136
Warrants vested and exercisable	181,196,821	147,499,487
Weighted - Average Exercise Price Per Share
Beginning Balance	$ .089	$ 0.089
Granted	.070	0.080
Canceled/forfeited/expired	.073	0.085
Ending Balance	$ 0.085	$ .089	$ 0.089
Weighted - Average Remaining Contractual Life (Years)
Weighted average remaining contractual life - warrants granted	1 year 25 days	9 months 4 days
Weighted average remaining contractual life	1 year 2 months 23 days		1 year 5 months 8 days
Warrants vested and exercisable weighted average remaining contractual life	1 year 2 months 23 days	1 year 6 months

6. STOCKHOLDERS' EQUITY (Deta_3

6. STOCKHOLDERS' EQUITY (Details Narrative)	3 Months Ended
	Mar. 31, 2018USD ($)shares
Accredited Investors [Member]
Stock sold new, value | $	$ 203,339
Consulting services [Member]
Stock issued for services, shares | shares	11,046,137
Stock issued for services, value | $	$ 643,619
Warrants issued | shares	35,184,000

7. RELATED PARTY TRANSACTIONS_2

7. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Related party payables	$ 200,425	$ 201,156
Related party receivable		52,429
iCapital Advisory [Member]
Related party payables	109,925	110,656
Jamp Promotion [Member]
Related party payables	90,500	90,500
Mason Ventures and Sebo Service [Member]
Related party receivable	$ 52,429	$ 52,429

7. RELATED PARTY TRANSACTIONS_3

7. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
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

8. COMMITMENTS AND CONTINGENC_2

8. COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Lease expiration date	Mar. 31, 2019