SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2013

 

OR

 

£ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to _____________

 

 

PREMIER HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada	000-53824	88-0344135
(State or other jurisdiction of incorporation or organization)	(Commission file no.)	(I.R.S. Employee Identification No.)

 

1382 Valencia, Unit F, Tustin, CA 92780

(Address of principal executive offices) (Zip Code)

 

949-260-8070

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2of the Exchange Act). Check one:

 

Large accelerated filer  o

Accelerated filer  o

Non-accelerated filer S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

 

The number of shares of Common Stock of the registrant outstanding as of March 31, 2013 was 96,424,294

 

 

 

 

Table of Contents

 

	Page
PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II – OTHER INFORMATION	25
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	25
Signatures	26

 

 

 

PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements 

PREMIER HOLDING CORPORATION

Consolidated Balance Sheets

 

		(Unaudited)				(Audited)
		March 31,				December 31,
		2013				2012
Assets
Current assets:
Cash		$	125,527			$	44,311
Accounts Receivable			135,982				–
Prepaid expenses			2,733				15,467
Total current assets			264,242				59,778
Notes Receivable			869,000				–
Intangible assets, net			252,826				269,980
Goodwill			4,638,000				138,000
Other assets			38,519				52,500
Total Assets		$	6,062,587			$	520,258
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	22,889			$	32,746
Note payable			–				10,000
Related party payable			107,301				120,098
Liabilities of discontinued operations			–				116,138
Total current liabilities			130,190				278,982
Stockholders’ Equity:
Common Stock, 100,000,000 shares authorized, par value $.0001, 96,424,294 and 45,567,020, respectively, issued and outstanding as of March 31, 2013, and December 31, 2012 respectively			9,643				5,580
Common Stock Payable			210,000				210,000
Additional Paid-in-Capital			14,389,145				9,167,625
Accumulated deficit			(3,266,823	)			(3,732,970	)
Minority Interest in Subsidiaries			(610	)			–
Deficit accumulated during development stage			(5,408,958	)			(5,408,958	)
Total Stockholders’ Equity			5,932,397				241,276
Total Liabilities and Stockholders’ Equity		$	6,062,587			$	520,258

 

See accompanying notes to consolidated financial statements

PREMIER HOLDING CORPORATION

Unaudited Consolidated Statements of Operations

For the three month periods ended March 31, 2013 and 2012

   

 

		Three months ended
		March 31,
		2013				2012
Revenues		$	129,236			$	59,500
Cost of Sales			1,491				26,969
Gross Profit			127,745				32,531
Operating expenses:
Selling, general and administrative			630,192				484,628
Amortization expense			17,154
Total operating expenses			647,346				484,628
Operating loss			(519,601	)			(452,097	)
Other expense:
Interest expense			–				(233	)
Total other expense			–				(233	)
Loss before income taxes, non-controlling interest, and discontinued operations			(519,601	)			(452,330	)
Income taxes			–				–
Loss before, non-controlling interest, and discontinued operations			(519,601	)			(452,330	)
Net loss attributable to non-controlling interest			(610	)			–
Gain from sale of discontinued operations, net of income taxes			985,138				–
Net income (loss)		$	466,147			$	(452,330	)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Net loss from continuing operations			(519,601	)			(452,330	)
Net loss per common share from continuing operations — basic and diluted			(0.01	)			(0.01	)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted
Income from discontinued operations			985,138				–
Income per common share from discontinued operations — basic and diluted			0.01				0.00
Weighted average number of common shares outstanding during the period - basic and diluted			71,733,411				44,687,490

 

See accompanying notes to consolidated financial statements

PREMIER HOLDING CORPORATION

Unaudited Consolidated Statements of Cash Flows

For the three month periods ended March 31, 2013 and 2012

 

 

		For the three months ended
		March 31,
		2013				2012
Cash flows from operating activities:
Net Income (Loss)		$	466,147			$	(452,330	)
Adjustments to reconcile net income (loss) to cash used in operations:
Gain on sale of discontinued operations			(985,138	)			–
Stock options and warrants issued for services			25,498				55,142
Amortization Expense			17,154				–
Loss attributable to non-controlling interest of consolidated subsidiary			(610	)			–
Change in operating assets and liabilities:
Other assets			13,982				–
Accounts receivable			(135,982	)			(54,500	)
Prepaid expenses			12,734				(65,107	)
Accounts payable			(9,857	)			28,799
Related party payable			–				69,710
Accrued expenses			–				32,509
Net cash used in operating activities			(596,072	)			(385,777	)
Investing activities:
Net cash used in investing activities			–				–
Financing activities:
Payments to related party payable			(12,797	)			–
Proceeds from issuance of common stock			700,085				–
Payments to notes payable			(10,000	)			–
Common stock issued for stock			–				390,000
Net cash provided by financing activities			677,288				390,000
Net increase in cash			81,216				4,223
Cash at beginning of period			44,311				259,948
Cash at end of period		$	125,527			$	264,171
Supplemental Schedule of Non-Cash Investing and Financing Activities
Debt Extinguished from Issuance of Common Stock		$	–			$	–
Common stock issued for acquired assets		$	4,500,000			$	–

See accompanying notes to consolidated financial statements

 

PREMIER HOLDING CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 – DESCRIPTION OF BUSINESS

 

Premier Holding Corporation (“Premier”) is devoting substantially all of its efforts to establishing energy services companies. These businesses, which were started during 2012, are primarily focused on providing small and large-scale commercial companies with energy solutions to reduce the costs of utilities through consultations as well as product sales to complete those installations via shipment from inventory on hand to the customer site. Premier’s principal operations of selling caskets through a commissioned sales force did not produce significant revenue and was abandoned in 2011. Premier is organized with a holding company structure such that Premier provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies.

 

Premier’s wholly owned subsidiary WEPOWER Ecolutions, Inc offers renewable energy production and energy efficiency products and services to commercial middle market companies. On February 26, 2013 WEPOWER Ecolutions, Inc. changed its name to “Energy Efficiency Experts, Inc. (E³) in order to better communicate the business of the entity. E³ is a U.S. energy service company based in the Los Angeles area offering renewable energy production, energy efficiency products, and services to commercial middle market companies, Fortune 500 brands, developers and management companies of large scale residential developments as well as the general public so long as the product and the solutions fit the market segment.. E³’s business is focused as an integrator of clean technology solutions in the U.S., with strategic expansion plans in Latin America, Asia and Europe. E³’s core business expects to deliver green solutions, branded specifically as E³, which include best-of-class alternative energy technology portfolio in smart lighting controls, LED lighting, battery storage power plants, energy and power control management systems, fuel reduction solutions for transportation and other clean technologies specific to its market. Additional integrated business offerings will include direct energy services as power purchase agreements (PPAs), energy financing and leasing of solar and wind-powered generation programs in urban and rural real estate environments.

 

On February 28, 2013, Premier acquired an 80% interest in The Power Company USA, LLC (“TPC”). TPC is based is a deregulated power broker which was originally formed as an Illinois limited liability company on November 29, 2010. The company brokers power to both residential and commercial users in the 12 states that allow the distribution of deregulated power.

 

Premier 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, Premier filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada Secretary of State to change its name from OVM International Holding Corporation to Premier Holding Corporation.

 

Interim Financial Statements

 

These unaudited consolidated financial statements as of and for the three months ended March 31, 2013 reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. The accounts of The Power Company USA, LLC. which are included in the financial statements are managements best estimate of the company and the results of its operations for the three months ended March 31, 2013.

 

These interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the years ended December 31, 2012 and 2011 included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on April 22, 2013. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three month period ended March 31, 2013 are not necessarily indicative of results for the entire year ending December 31, 2013.

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP").

 

Principles of Consolidation

 

The unaudited consolidated financial statements include the accounts of Energy Efficiency Experts, Inc. (formerly WEPOWER Ecolutions, Inc.) and estimates of the accounts of THE POWER COMPANY USA, LLC as of and for the three month ended March 31, 2013. All significant intercompany transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include short-term cash investments that have an initial maturity of 90 days or less. Premier had no cash equivalents as of March 31, 2013 and December 31, 2012.

 

Revenue Recognition

 

Premier’s wholly owned Energy Efficiency Experts, Inc. and The Power Company USA, LLC. offer renewable energy production and energy efficiency products and services to both commercial middle market companies as well as residential customers. In accordance with the requirements of ASC 605-10-599, Premier recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured (based upon our credit policy). When consultations are provided to customers, the revenue is recognized at the completion of the service when collectability is reasonably assured. For products sold to customers revenue is recognized when title has passed to the customer and collectability is reasonably assured; and no further efforts are required. When contracts provide services over long periods of time, the revenue is deferred and recognized over the service term of the contract.

 

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 to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectable as of March 31, 2013 and no allowance for bad debts was considered necessary.

  

Earnings/Loss Per Share

 

Premier has adopted the FASB ASC Topic regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share.

 

 

Income Tax

 

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 29 tax benefits of tax-basis operating losses being carried forward Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 740-10-30 concerning Income Taxes. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe Premier has met the “more likely than not” standard imposed by the FASB ASC Topic 740-10-30 concerning Income Taxes to allow recognition of such an asset.

 

Stock-Based Compensation

 

Shares of Premier’s common stock may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon either (i) a recent sale by Premier for cash to an unrelated third party or (ii) the price of Premier’s common stock is on the date of each respective transaction.

 

Goodwill and Other Intangible Assets

 

Premier periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors.  Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on Premier’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

 

As of March 31, 2013, amortizable intangible assets consist of patents, trade names, trademarks, domain names, website emails, and non-compete agreements, and contracts with suppliers and customers.   See Note 4 for further information regarding the acquisition and amortization of these intangible assets. These intangibles are being amortized on a straight line basis over their estimated useful lives, two to ten years.  For the three months ended March 31, 2013, Premier recorded amortization of our intangible assets of $17,154.

 

 

Fair Value Measurements

 

On January 1, 2011, Premier 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, Premier 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 of Premier. 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 active markets that Premier has the ability to access.

 

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 Premier's own assumptions about the inputs that market participants would use.

 

Premier’s financial instruments consist of cash, accounts receivable, accounts payable, related party payable and accrued liabilities. The estimated fair value of cash, accounts receivable, accounts payable, related party 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.

 

Concentration of Credit Risk

 

Premier maintains its cash and cash equivalents in multiple financial institutions. Premier limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality with a financial institution that exceeds federally insured limits. Premier has not experienced any losses related to these balances and believes its credit risk to be minimal.

 

Gain From Discontinued Operations

 

Gain from discontinued operations of $985,138 for the three months ended March 31, 2013 consists of the sale of both intangible assets in the form of sales opportunities and leads, and the assumption of liabilities from the discontinued operations to WEPOWER ECO Corp (an unrelated company). The gain is based upon the estimated value of the $5,000,000 note received in the transaction. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The preliminary appraised value of the note is $869,000, $116,138 consists of liabilities which were assumed by the acquirer in the transaction.

 

 

RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

 

Adopted

 

Effective January 2012, the Company adopted ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) of Fair Value Measurement – Topic 820 (ASU 2-11-04).” ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements and related disclosures.

 

Effective January 2012, the Company adopted ASU No. 2011-05, “Presentation of Comprehensive Income (ASU 2011-05)”. ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).” ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements and related disclosures.

 

Not Yet Adopted

 

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements and related disclosures.  

 

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard are effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our consolidated financial statements and related disclosures.

 

 

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 3 – GOING CONCERN

 

The Company has sustained operating losses of $8,675,781 since inception. The Company’s continuation as a going concern is dependent on management’s ability to develop profitable operations, and / or obtain additional financing from its stockholders and / or other third parties.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Management plans for 2013 are to meet their sales projections. If these projections are not met, the Company may have to reduce its operating expenses and to seek additional funding through debt and/or equity offerings.

 

NOTE 4 – ACQUISITIONS & GOODWILL

 

Active ES Lighting Controls, Inc. Acquisition

 

On July 25, 2012, Premier acquired the assets of the Active ES Lighting Controls, Inc. (“AES”) business by completing the transactions contemplated under an asset purchase agreement dated July 25, 2012 (the “Agreement”) with AES.  In accordance with the terms of the Agreement, the purchase price for the acquisition consisted of the following components: (i) 750,000 shares of Premier’s common stock issued at closing; (ii) $30,000 in cash paid at closing; (iii) a payable, due December 31, 2012, of Premier in the principal amount of $15,000;; (v) contingent shares payable (payable 12 months after closing of the transaction) of a number of shares of common stock of Premier equal to 875,000 shares based upon the following contingencies:

 

A.

175,000 shares of common stock if the volume weighted average price (“VWAP”) is below $2.00 for 30 consecutive trading days during the 12 months following the contingent period (begins after stock received in transaction has had restricted legend (section 144) removed and continues for six months)

 

B.

175,000 shares of common stock if the VWAP is below $1.00 for 60 consecutive trading days during the contingent period;

 

C.

175,000 shares of common stock if the VWAP is below $0.80 for 60 consecutive trading days during the contingent period;

 

D.

175,000 shares of common stock if the VWAP is below $0.60 for 60 consecutive trading days during the contingent period;

 

E.

175,000 shares of common stock if the VWAP is below $0.40 for 60 consecutive trading days during the contingent period;

 

 

As of December 31, 2012, the dollar value of the contingent shares payable is $210,000, which is recorded as a common stock payable on the accompanying balance sheet.  

 

The acquisition has been accounted for as a asset purchase and Premier valued all assets and liabilities acquired at their fair values on the date of acquisition.

 

As of December 31, 2012 the marketing results of operations of AES products are included in Premier’s financial statements from the date of acquisition. The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:

 

IP/Technology – Patents		$	167,570
Non-compete Agreement			76,000
Trademarks & Service Marks			55,000
Goodwill			138,000
Total purchase price		$	436,570

 

The purchase price consisted of the following:

 

Cash		$	31,570
Note Payable			15,000
Common Stock			180,000
Common Stock Payable			210,000
Total purchase price		$	436,570

 

Estimated Useful Lives of Acquired Intangibles

 

The estimated useful lives (years) of the acquired intangibles are as follows

 

		LIFE
IP/Technology - Patents		5
Non-compete Agreement		10
Trademarks & Service Marks		2
Goodwill		N/A

  

On February 28, 2013 Premier acquired 80% of the outstanding membership units of the The Power Company USA, LLC, an Illinois limited liability company (“TPC” or “The Power Company”), a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000.  The Power Company has over 12,000 residential and commercial customers. The initial accounting for the business combination is not complete because the evaluations necessary to assess the fair values of certain net assets acquired and the amount of goodwill to be recognized are still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. Any changes to the fair value assessments will affect the acquisition-date fair value of goodwill. The Company has evaluated goodwill as of March 31, 2013 and determined no impairment on goodwill for the three months ended March 31, 2013.

 

 

NOTE 5 – INTANGIBLES ASSETS, NET

 

The following table presents details of Premier’s total purchased intangible assets as of March 31, 2013:

 

For the three months ended March 31, 2013, Premier recorded amortization expense related to the purchased intangibles of $17,154 and $0 was recorded for the three months ended March 31, 2012.

  

		Balance 12/31/2012				Additions				Amortization				Impairment				Balance 03/31/2013
IP/Technology – Patents		$	153,606			$	–			$	(8,379	)		$	–			$	145,227
Non-compete Agreement			72,832				–				(1,900	)			–				70,932
Trademarks & Service Marks			43,542				–				(6,875	)			–				36,667
		$	269,980			$	–			$	(17,154	)		$	–			$	252,826

 

NOTE 6 – NOTE PAYABLE 

 

In conjunction with the acquisition of the AES assets, Premier recorded a note payable to the seller in the amount of $15,000; $5,000 was paid during the six months ended December 31, 2012. The remaining outstanding balance of $10,000 was paid during the three months ending March 31, 2013.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

On or about November 15, 2007, an officer and director was issued 3,491,250 shares of common stock; $43,759 worth in exchange for company expenses paid and $40,030 worth for services rendered, for a total of $83,790 worth of stock, pursuant to Section 4(2) of the Securities Act of 1933. The expenses advanced were to pay for transfer agent fees, legal fees, independent accountant fees and the defaulted corporate charter.

 

On January 29, 2011, an officer and director was issued 4,071,085 shares of restricted stock, valued at $0.024 per share based on the market price of Premier’s stock for retirement of a debt of Premier owed to Jack Gregory for the amount of $97,706.

 

During the 2011, an officer and director had advanced $70,636 to Premier for the payment of general and administrative expenses. The advance was recorded as an interest free loan. Premier imputed interest of $6,344, charging income and increasing additional paid in capital. The debt for the advance was retired with the issuance of 139,885 shares of restricted stock with a fair value of $12,590, valued at $0.09 per share, based on the market price of Premier’s stock, and a cash payment of $21,676 resulting in an increase to additional paid-in-capital of $48,957. No gain was recognized on this transaction due to the fact that it was between Premier and a related party.

 

In December 2011, an officer and director made a capital contribution of $11,605 for operations.

 

Between May 18, 2007 and February 29, 2012, all activities of Premier were conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Premier for the use of these facilities and there are no commitments for future use of the facilities.

 

 

On December 29, 2011, Premier issued 16,497,695 shares of common stock valued at $1,649,770 based on the market price of Premier’s stock to WEPOWER, LLC to acquire certain assets.

 

The acquisition of assets from WEPOWER, LLC was accounted for as a related party transaction because on December 31, 2011, two days after the transaction date of December 29, 2011, WEPOWER, LLC owned approximately thirty-seven percent of Premier. Because the assets acquired were from a related party, no value was assigned to the identified assets, other than the inventory which had a cost basis of $17,024. The assets were brought into Premier at their cost of $17,024; with the difference between cost and the total value of stock issued recorded as stock issuance expense.

 

See below for the purchase price allocation:

 

Inventory (at cost)		$	17,024
Stock issuance expense		$	1,632,746
Common stock, based on par value of $0.0001		$	(1,650	)
Additional paid-in-capital, based on December 29, 2011 price of $0.10 per share		$	(1,648,120	)

 

Immediately after the acquisition was recorded, the inventory balance was tested and found to be impaired; therefore, at December 31, 2011, the inventory balance was stated at fair value of $0.

 

On December 29, 2011, Premier issued 14,053,595 shares of common stock valued at $1,405,359 based on the market price of Premier’s stock to Green Central Holdings, Inc. to acquire certain assets. The acquisition of assets from Green Central Holdings, Inc. was accounted for as a related party transaction because on December 31, 2011, two days after the transaction date of December 29, 2011, Green Central Holdings, Inc. owned approximately thirty-two percent of Premier. Because the assets acquired were from a related party, no value was assigned to the assets. The assets were brought into Premier at their cost of $0; with the total value of stock issued recorded as stock issuance expense.

 

See below for the purchase price allocation:

 

Stock issuance expense		$	1,405,359
Common stock, based on par value of $0.0001		$	(1,405	)
Additional paid-in-capital, based on December 29, 2011 price of $0.10 per share		$	(1,403,954	)

 

As of March 31, 2013, several related parties were owed funds pertaining to operating expenses incurred during the period. Green Central Holdings Inc. was owed $576; and WEPOWER, LLC was owed $42,000; and I Capital Advisory LLC $40,448, and Randall Letcavage $24,277 totaling $107,301. As of December 31, 2012, Green Central Holdings Inc. was owed $51,398; and WePower, LLC was owed $42,000; and I Capital Advisory LLC $26,700, totaling $120,098.

 

NOTE 8 – CAPITAL STOCK TRANSACTIONS

 

Common Stock

 

Premier’s authorized Common Equity Consists of 100,000,000 shares of common stock $.0001 par value.

 

As of May 30, 2007 Premier had issued and outstanding 1,508,750 common stock shares. On August 20, 2007 during a special meeting of Premier’s Board of Directors the Chief Executive Officer and sole director of Premier presented invoices that he had paid to business consultants and professionals for services required to resurrect, revive and reorganize the Corporation, to bring it back to its current active status, to initiate and complete the Court Supervised Custodianship Process, to complete a fifty state search of litigation, claims and judgments, to reconstitute the books and records of the Corporation, to initiate and complete several years of missing financial statements, to reinstate the Corporation as an active Corporation under Nevada law, to create a new Board of Directors with a majority of independent directors, to reconstitute and reestablish corporate books and records, and to complete other required tasks. Since Premier had no cash or other assets at that date with which to reimburse the Chief Executive Officer the Board of Directors determined that the only feasible way for Premier to reimburse the Chief Executive Officer was to issue restricted common shares.

 

 

On or about November 15, 2007, Premier issued 3,491,250 shares of restricted common stock to its Chief Executive Officer to reimburse $43,759 of cash payments for the expenses incurred and $40,030 for services performed by the Chief Executive Officer, calculated at 267 hours at a rate of $150 for a total of $83,790. Since Premier was insolvent and had no assets and no market, the Board of Directors determined that the stock should be issued at a value of $.024 per share.

 

On November 13, 2008 Premier filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State to reverse its shares on a 1:40 basis. The financial statements have been adjusted for all periods presented to reflect this split.

 

On November 12, 2010, an 8K was filed disclosing Premier’s Board of Directors adoption of a resolution to cancel 757,125 shares of common stock held by Hoi Wai Investments Limited, and beneficially owned by former officer and director, Ching Lung Po and return to Premier. The shares represented approximately 15% of the outstanding common share capital of Premier. Upon cancellation the value of the shares were considered contributed capital.

 

On January 29, 2011, Premier retired a debt of $97,706 with the issuance of 4,071,085 shares of restricted stock to its Chief Executive Officer, Jack Gregory. The shares were valued at $0.024 per share based on the market price of Premier’s stock, adjusted for the forward stock split. No gain or loss was recognized in this transaction due to the fact that it was between Premier and a related party.

 

On September 12, 2011, Premier’s S-1 Registration to sell 5,000,000 shares at $0.05 became effective. As of December 31, 2011, 5,000,000 shares were sold and Premier increase its operating capital by $250,000.

 

On December 8, 2011 Premier retired a debt of $70,636 owed to Jack Gregory by issuance of 139,885 shares of restricted stock of Premier valued at $12,590, based on the market price of Premier’s stock of $0.45, divided by 5 to equal $0.09 due to the forward stock split described in Note 9, and a payment of $21,676, resulting in an increase to additional paid-in-capital of $48,957. No gain or loss was recognized in this transaction due to the fact that it was between Premier and a related party.

 

On December 29, 2011, Premier issued 16,497,695 shares of common stock to WEPOWER, LLC, a related party, valued at $1,649,770 based on the market price of Premier’s stock, to acquire the assets, of We Power, LLC.

 

On December 29, 2011, Premier issued 14,053,595 shares of common stock to Green Central Holdings, Inc., a related party, valued at $1,405,359 based on the market price of Premier’s stock, to acquire the assets of We Power LLC.. 

 

Based upon the record date of February 7, 2012 (the “Record Date”), Premier declared a 5:1 forward split payable as a stock dividend. On February, 10, 2012 (the “Payment Date”), Premier’s transfer agent mailed a certificate for 4 new shares of common stock for each 1 share of common stock held by each stockholder on the Record Date. On February 13, 2012 (the “Ex Date”), the trading of the common stock under symbol “PRHL” was adjusted by FINRA to reflect the forward split. The financial statements have been adjusted for all periods presented to reflect the 5:1 forward split payable as a stock dividend.

 

On February 16, 2012, Premier entered into a stock purchase agreement with an accredited investor for the sale of 1,000,000 shares of its common stock at a purchase price of $0.25 per share. The sale closed and cash of $250,000 was received on February 16, 2012.

 

On February 28, 2012, Premier entered into a stock purchase agreement with an accredited investor for the sale of 560,000 shares of its common stock at a purchase price of $0.25 per share. The sale closed and cash of $140,000 was received on February 29, 2012.

 

Effective April 11, 2012, Premier granted 240,000 shares to its legal service provider Weed & Co. LLP as payment for services. The shares were valued per the agreement for legal services at $0.25 per share for a total of $60,000.

 

 

On June 15, 2012, Premier sold and issued 2,290,000 shares of common stock to six accredited investors for $572,500. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

On June 27, 2012, Premier sold and issued 119,000 shares of common stock to five accredited investors for $29,750. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

Between July 3, 2012 and August 9, 2012, Premier entered into a series of stock purchase agreements with accredited investors for the sale of 133,100 shares of its common stock at a purchase price of $0.25 per share. The sales closed and cash of $33,025 was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

On July 25, 2012, Premier entered into an Asset Purchase Agreement (the “Agreement”) with Active ES Lighting Controls, Inc. (“AES”) whereby Premier acquired AES's intellectual property including patents, trademarks and website. As partial consideration for the transaction; 750,000 shares were issued at closing, on July 25, 2012, as consideration for the acquisition. The shares were valued based on the closing market price on the closing date of July 25, 2012 at $0.24 per share, totaling $180,000. In addition, 875,000 shares were recorded as a common stock payable, due on July 24, 2013, which were also valued based on the closing market price on the closing date of July 25, 2012 at $0.24 per share, totaling $210,000. See Note 4 for further discussion of the acquisition of the AES assets.

 

On October 24, 2012 Premier granted and issued 2,500,000 shares of common stock to four officers of Premier accredited investors for services. The shares were valued at $0.12 per share or $300,000. Resale restrictions were imposed by placing a Rule 144 legend on the certificates.

 

Between October 25, 2012 and November 7, 2012, Premier entered into a series of stock purchase agreements with accredited investors for the sale of 652,000 shares of its common stock. The sales closed and cash of $32,600. was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

Between November 9, 2012 and December 31, 2012, Premier entered into a series of stock purchase agreements with accredited investors for the sale of 3,169,429 shares of its common stock. The sales closed and cash of $168,140. was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

Between January 1, 2013 and March 31, 2013, Premier entered into a series of stock purchase agreements with accredited investors for the sale of 10,629,745 shares of its common stock. The sales closed and cash of $700,085 was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

 

Common Stock Options

 

On April 30, 2012, Premier granted 924,140 stock options to a Director, Frank Schulte to purchase shares at $0.40 per share. The options expire June 30, 2015, 462,070 vested on the grant date and 462,070 vest on July 31, 2012. The total estimated value using the Black-Scholes Model, based on a volatility rate of 102%, expected term of 2.08, risk free rate of 0.27 percent, and a call option value of $0.5082, was $469,659. For the 462,070 stock options which were immediately vested, the stock expensed was $234,830 on that date; for the stock 462,070 stock options that were to vest on July 31, 2012, $156,553 was expensed during the six months ended June 30, 2012: for a total amount of stock option expense of $391,383 for the period ended September 30, 2012. During October 2012 Mr. Schulte resigned his position on the Board of Directors and agreed to release all claims which included these options.

 

On May 15, 2012, Premier granted 75,000 stock options to a Director, Bobby Grisham to purchase shares at $0.40 per share. The options expire June 30, 2015 and vested on the grant. The total estimated value using the Black-Scholes Model, based on a volatility rate of 112%, expected term of 2.08, risk free rate of 0.29 percent, and a call option value of $0.7540, was $56,550. As the stock options were immediately vested, the stock expensed was $56,550 on that date and for the period ended September 30, 2012.

 

On July 17, 2012, Premier granted 75,000 stock options to Director, Adm. Thomas C. Lynch, to purchase shares at $0.25 per share. The options expire June 30, 2015 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 135%, expected term of 2, risk free rate of 0.29 percent, and a call option value of $0.2077, was $15,581. As the stock options were immediately vested, the stock expensed was $15,581 on that date and for the period ended September 30, 2012. During October 2012, Admiral Lynch resigned his position on the Board of Directors and agreed to release all claims which included these options.

 

On July 29, 2012, Premier granted 75,000 stock options to a Director, Woodrow W. Clark II, to purchase shares at $0.25 per share. The options expire June 30, 2015 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 136%, expected term of 2, risk free rate of 0.29 percent, and a call option value of $0.2512, was $18,838. As the stock options were immediately vested, the stock expensed was $18,838 on that date and for the period ended September 30, 2012.

 

On February 20, 2013, Premier granted 75,000 stock options to a Director, Woodrow W. Clark II, to purchase shares at $0.25 per share. The options expire February 20, 2016 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 468%, expected term of 2, risk free rate of 0.42 percent, and a call option value of $0.17, was $12,749. As the stock options were immediately vested, the stock expensed was $12,749 on that date and for the period ended March 31, 2013.

 

On February 20, 2013, Premier granted 75,000 stock options to a Director, Lane Harrison to purchase shares at $0.25 per share. The options expire February 20, 2016 and vested on the grant date. The total estimated value using the Black-Scholes Model, based on a volatility rate of 468%, expected term of 2 years, risk free rate of 0.42 percent, and a call option value of $0.17, was $12,749. As the stock options were immediately vested, the stock expensed was $12,749 on that date and for the period ended March 31, 2013.

 

 

A summary of option activity as of March 31, 2013 and changes during the year ended is presented below:

 

		Number Outstanding				Weighted-Average Exercise Price Per Share				Weighted-Average Remaining Contractual Life (Years)
Outstanding at January 1, 2013			150,000			$	0.33				2.50
Granted			150,000				0.25				2.92
Exercised			–				–				–
Canceled/forfeited/expired											–
Outstanding at March 31, 2013			300,000			$	0.033
Options vested and exercisable at March 31, 2013			300,000			$	0.29				2.71

  

Common Stock Warrants

 

On January 4, 2012, Premier granted 750,000 Common Stock Warrants (the “Warrants”) to its legal service provider Weed & Co. LLP to purchase shares at $0.06 per share (forward split adjusted). The Warrants expire on December 31, 2012 and are vested upon the date of grant. The total estimated value using the Black-Scholes Model, based on a volatility rate of 100%, expected term of 1 year, risk free rate of 0.12 percent, and a call option value of $0.0541, was $40,542. As the Warrants were immediately vested, the stock expensed was $40,542 on that date and for the period ended June 30, 2012. On October 10, 2012 Weed and Co LLP exercised these options on a cashless basis. 375,000 shares were issued to Weed and Co.

 

On June 29, 2012, Premier granted 150,000 Common Stock Purchase Warrants (the “Warrants”) to a Consultant, Gary Canter, Inc. that allows the purchase of shares at $1.27 per share. The Warrants expire 3 years after vesting. The Warrants vest based upon certain milestones relating to cumulative sales revenue from the Consultant’s efforts. 5,000 Warrants vest upon the receipt of the first sales from finder’s sales sources; 20,000 Warrants vest after cumulative sales revenue of $1,000,000; 50,000 Warrants vest after cumulative sales revenue of $6,000,000; and 75,000 Warrants vest after cumulative sales revenue of $11,000,000. As the 150,000 Warrants are contingent upon events that are not probable, no expense was recognized for year ended December 31, 2012 and for the three months ended March 31, 2013.

 

On July 17, 2012, Premier granted 150,000 Common Stock Purchase Warrants (the “Warrants”) to Consultant, Adm. Thomas C. Lynch that allows the purchase of shares at $0.30 per share. The Warrants expire 3 years after vesting. 5,000 of the Warrants vested on July 17, 2012 and the remaining Warrants vest based upon certain milestones relating to cumulative sales revenue from the Consultant’s efforts. 45,000 Warrants vest after cumulative sales revenue of $1,000,000; 50,000 Warrants vest after cumulative sales revenue of $6,000,000; and 50,000 Warrants vest after cumulative sales revenue of $11,000,000. As the 145,000 Warrants are contingent upon events that are not probable, no expense was recognized for the year ended December 31, 2012 and for the three months ended March 31, 2013.

 

On September 25, 2012, Premier granted 150,000 Common Stock Purchase Warrants (the “Warrants”) to consultant, Matthew Borzello that allows the purchase of shares at $0.15 per share. The Warrants expire 3 years after vesting. The Warrants vest based upon certain milestones relating to cumulative sales revenue from the Consultant’s efforts. 50,000 Warrants vest after cumulative sales revenue of $1,000,000; 50,000 Warrants vest after cumulative sales revenue of $3,000,000; and 50,000 Warrants vest after cumulative sales revenue of $5,000,000. As the 150,000 Warrants are contingent upon events that are not probable, no expense was recognized for the year ended December 31, 2012 and for the three months ended March 31, 2013.

 

 

A summary of non-employee warrant activity during the three months ended March 31, 2013 and the year ended December 31, 2012 and is presented below:

 

		Number Outstanding				Weighted- Average Exercise Price Per Share				Weighted-Average Remaining Contractual Life (Years)
Outstanding at January 1, 2012			–			$	–				–
Granted			1,200,000				.67				1.59
Exercised			750,000				.06				–
Canceled/forfeited/expired			–				–				–
Outstanding at December 31, 2012			450,000			$	0.57				2.59
Warrants vested and exercisable at March 31, 2013			450,000			$	0.57				2.59

 

NOTE 9 – DISCONTINUED OPERATIONS

 

Premier acquired assets from WEPOWER, LLC during 2011. WEPOWER, Ecolutions Inc. was expected to offer clean energy products and services to commercial markets, developers, and management companies of large scale residential developments. In 2012, WEPOWER Ecolutions Inc. was classified as held for sale under the requirements of ASC 360-10-45-9, and therefore, the result of its operations are reported in discontinued operations in accordance with ASC 205-20-45-3. On January 7, 2013, Premier Holding Corporation (“PRHL”), acting through its wholly owned subsidiary, WEPOWER Ecolutions, Inc., completed the sale of assets under an Asset Purchase Agreement with WEPOWER Eco Corp., a newly formed entity, controlled by Kevin B. Donovan, PRHL’s former CEO. PRHL sold certain assets related solar energy, wind power projects, energy efficiency projects in real estate, and fuel efficiency for diesel and gasoline engines for a note payable for $5,000,000, (preliminary valuation on the note is $869,000). WEPOWER Eco Corp. assumed $116,138 in liabilities, acquired three patents, six trademarks, and twenty eight contracts. Further, PRHL and WEPOWER Eco Corp. agreed to certain exclusive business opportunities, fifteen exclusive opportunities and nineteen exclusive for six months. A Mutual General Release between PRHL, WEPOWER Ecolutions, Inc., WEPOWER Eco Corp., and the former directors and officers, Kevin Donovan, Frank Schulte, and Thomas C. Lynch was signed, and executed on January 4, 2013 releasing all parties from all claims, from whatever source.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

INTRODUCTION

 

The following discussion and analysis summarizes the significant factors affecting: (i) Premier’s plan of operations for the three months ended March 31, 2013. This discussion and analysis should be read in conjunction with Premier’s consolidated financial statements and notes included in its Annual Report on Form 10-K for the year ended December 31, 2012.

 

EXECUTIVE SUMMARY

 

Premier Holding Corporation, a Nevada corporation (“Premier” or “PRHL” or “the Company) provides a large array of energy services to its clients including the sale of lower cost power, fixed energy costs and energy efficient products that range from complete indoor and outdoor lighting arrays to proprietary lighting solutions to energy efficient motors and chillers for HVAC and refrigeration through its subsidiary companies Energy Efficiency Experts Inc., a Delaware corporation (“E³”) and The Power Company USA, LLC, an Illinois limited liability company (“TPC” or “The Power Company”).

 

Premier successfully acquired 80% of The Power Company and the transaction was finalized on February 28, 2013.

 

In December 2011, Premier acquired assets in the “green” industry in order to start a second line of business unrelated to the casket business.  Premier formed WePower Ecolutions, Inc., a Delaware corporation (“Ecolutions”), as a wholly-owned subsidiary and began to offer clean energy products and services to commercial markets, and developers and management companies of large-scale residential developments.   In 2012, Premier discontinued the casket business, redirecting its resources to providing support to its operating subsidiary, acquiring other assets and seeking acquisitions. The focus changed to providing support to its subsidiaries and their operations along with maximizing the value and utilization of assets acquired with new focus on energy reduction products, solutions and strategies. On February 26, 2013, Ecolutions changed its name to Energy Efficiency Experts Inc.

 

In July 2012, Premier acquired a unique “marquee” technology for energy efficient lighting, the E-Series controls by Active ES (AES). This patented technology provides an upgrade for existing HID lamps for high-bay indoor and outdoor applications. In November 2012 when Randall Letcavage succeeded the previous Chief Executive Officer of Premier, he brought in his “green” energy experts to further commercialize the technology and create new Active ES products. This redesign included a 480 volt version of the E-Series module and a 240 volt version of the LiteOwl for streetlights.

 

These new products enable the technology to go into more applications, more efficient mass production, and rapid installation. There are over 70 million streetlights in the United States, representing a multi-billion dollar market, and the new technology is now applicable to the vast majority.

 

During the fourth quarter 2012, Premier formed a strategic alliance with Muni-Fed Energy, Inc. a California corporation, which has strong relationships with Municipalities, Ports, and real estate investment trusts in the Southern California market.  Premier also formalized its relationship with Orion Energy of Southern California, giving Premier access to a large product offering in lighting and energy controls.

 

In October 2012, Premier divested itself of certain underperforming product lines. Sales prospects and leads were sold to and acquired by a newly formed entity known as WePowerEco Corp, a Delaware corporation, created by the outgoing management team including former Chief Executive Officer Mr. Kevin Donovan. Premier’s incoming management team, led by Chief Executive Officer Randall Letcavage, negotiated the sale of the product line and prospects to WePowerEco Corp, in exchange for a promissory note having a face value of $5,000,000. The note has been independently valued at approximately $869,000.  Premier agreed not to compete with WePowerEco Corp’s solar products for a period of two years following the sale. WePower Eco, Inc. is not related to Premier or any of its’ subsidiary companies even though its name is similar to the former name of E³

 

On February 28, 2013, Premier acquired 80% of The Power Company, a deregulated power broker. The Power Company has over 12,000 residential and commercial customers, and has been adding between 1,000 and 1,500 clients per month, and it expects to add over 2,000 residential and commercial customers per month beginning as early as May 2013. A portion of these clients have large commercial/industrial facilities such as warehouses and distribution centers.

 

 

 

One of the biggest problems most “green” companies face is “the long sales cycle”. The new strategy was to buy a company that has marketing expertise and is able to close customers in a relatively short period of time, namely TPC. The synergy between Premier’s subsidiaries is expected to be an efficient and profitable model. Premier has started to integrate the sales activity of TPC and E³. In addition, TPC has recently entered into a reciprocal sales alliance with Advanced Custom Energy Solutions (ACES), a consultative broker of LED and other lighting technologies.

 

The Power Company currently operates in most of the 12 states that have fully deregulated, allowing for the sale of energy from competing qualified suppliers in those areas. TPC currently represents over 40 different suppliers and, therefore, can pick from among these suppliers the best one for each residential or commercial customer. As of March 31, 2013, TPC had over 12,000 commercial contracts, and now has almost 18,000. It has added hundreds of commercial contracts since March 31, 2013.

 

This synergistic model is simple. TPC customers are reducing their energy costs through rate savings,E³ customers are reducing their energy costs through devices which make existing systems more efficient. Referrals between these companies helps further both the customer’s goals of savings on energy costs, as well as the goal of providing customers with the greatest savings possible.

 

Premier is positioned as a serious player in a $500,000,000,000 market. National deregulation is seven to ten times bigger than Telecom deregulation (with most states expected to deregulate before 2020). TPC will be offering consumers lower cost power. Warren Buffet has been reported to say that he expects it to be the largest transfer of wealth in history, and former GE Chairman Jack Welch described the Energy Markets and deregulation as “the next biggest thing since the internet.”

 

The growth for Premier utilizes a roll up strategy. Premier will set out to acquire other marketers of deregulated power which adds to its marketing fire power and gives Premier more opportunities to sell energy efficiency through its E³ subsidiary.

 

Interim Financial Statements

 

The unaudited financial statements as of and for the three months ended March 31, 2013 reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

 

These interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the years ended December 31, 2012 and 2011 included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on April 22, 2013. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of results for the entire year ending December 31, 2013.

 

 

Results of Operations

 

The financial information with respect to the three months ended March 31, 2013 and 2012 that is discussed below is unaudited. In the opinion of management, such information contains all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results for such periods. The results of operations for interim periods are not necessarily indicative of the results of operations for the full fiscal year.

 

 

 

Company Overview for the three months ended March 31, 2013 and 2012 

 

Consolidated Sales. During the three months ended March 31, 2013 and 2012 sales of products amounted to $129,236 and $59,500, respectively. The increase in sales is primarily due to the acquisition of The Power Company USA, LLC.

 

Consolidated Selling, general and administrative. During the three months ended March 31, 2013 and 2012, selling, general and administrative expenses amounted to $630,192 and $484,628, respectively. The increase in selling, general and administrative expenses in the three months ended March 31, 2013, as compared to the three months ended March 31,2013, can be attributed to increased legal expenses, contract labor and office expenses.

 

Consolidated Amortization expense. During the three months ended March 31, 2013 and 2012, amortization expenses amounted to $17,154 and $0 respectively. This was primarily due to the acquisition of intangible assets from AES during 2012.

 

Consolidated Other expense. During the three months ended March 31, 2013 and 2012, other expense amounted to $0 and $233 respectively. This was primarily due to interest charges during 2012 related to WEPOWER employee credit cards.

 

Consolidated Net Income(Loss). During the three months ended March 31, 2013 and 2012, net income and (loss) amounted to $466,147 and ($452,330) respectively. . The loss in Q1 2012 was primarily due to the failure of the strategy used by Ecolutions, while the gain in Q1 2013 was generated by the sale of discontinued operations, as well as reduced costs and increased revenues during that same period..

 

Going Concern

 

The Company has sustained operating losses of $8,675,781 since inception additional funding may be required to sustain operations and satisfy contractual obligations for planned operations. The ability to establish the Company as a going concern may be dependent upon obtaining additional funding in order to finance planned operations.

 

 

 

Plan of Operation

 

For the remainder of fiscal 2013, Premier will focus on attempting to continue to increase revenues through the sale of products and services by offering renewable energy production and energy efficiency products and services.

 

Liquidity and Capital Resources

 

During Premier’s most recent quarter ended March 31, 2013, cash flows from operations were not sufficient to meet operating commitments. Cash flows from operations continue to be, and are expected to continue to be, insufficient to meet operating commitments throughout the remainder of the fiscal year ending December 31, 2013.

 

Working Capital. As of March 31, 2013 working capital was $134,052 and cash was $125,527 while at December 31, 2012 working capital was $(219,204) and cash was $44,311. The increase in working capital is primarily attributable to the on-going sale of common stock. Working capital is not expected to increase through revenues generated by Premier’s subsidiaries during the balance of this year.

 

Cash Flow. Net cash used in or provided by operating, investing and financing activities for the three months ended March 31, 2013 and 2012 were as follows:

 

		Three Months Ended March 31,
		2013				2012
Net cash used in operating activities		$	(596,072	)			(385,777	)
Net cash used in investing activities		$	0				0
Net cash provided by financing activities		$	677,288				390,000

 

Net Cash Used in Operating Activities. The changes in net cash used in operating activities are attributable to net income adjusted for non-cash charges as presented in the statements of cash flows and changes in working capital as discussed above.

 

Net Cash Provided by Financing Activities. Net cash provided by financing activities relates primarily to cash received from sales of common stock.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements have been prepared by management in accordance with U.S. GAAP. Please read the corresponding section in Part II Item 7 and the notes to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2012 and March 31, 2013 for the description of critical accounting policies and estimates.

 

 

 

Recently Issued Accounting Pronouncements

 

The Company has evaluated recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and we have not identified any that would have a material impact on the Company’s financial position, or statements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4. Controls and Procedures

 

Premier’s management has evaluated, under the supervision and with the participation of its chief executive officer and chief financial officer, the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“the Exchange Act”). Based on that evaluation, Premier’s chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, Premier’s disclosure controls and procedures are ineffective in ensuring that information required to be disclosed in its Exchange Act reports is (1) recorded, processed, and summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to Premier’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

  

Premier’s Chief Executive Officer and Chief Financial Officer do not expect that Premier’s disclosure controls or internal controls will prevent all errors and all fraud. Although its disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and Premier’s principal executive and financial officer have determined that its disclosure controls and procedures are not effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Premier have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of Premier's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

 

CHANGES IN INTERNAL CONTROLS

 

Management, with the participation the Chief Executive Officer and Chief Financial Officer performed an evaluation as to whether any change in internal controls over financial reporting occurred during the three months ended March 31, 2013. Based on that evaluation, the Company's Principal Executive Officer and Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the Quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Premier is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against Premier has been threatened.

 

Item 1a. Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

 

Between January 1, 2013 and March 31, 2013, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 10,629,745 shares of its common stock at an average purchase price of $0.0686 per share. The sales closed and cash of $700,085. was received. There was no underwriter, no underwriting discounts or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a restrictive legend (sometimes referred to as a 144 legend) on the certificates. Each person who received securities represented to Premier have such knowledge and experience in business and financial matters that he/she/it was capable of evaluating the merits and risks of the transaction. These transactions were exempt from registration under the Securities Act of 1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information. 

 

None.

 

Item 6. Exhibits

 

Exhibit No.		Exhibit
31.1		Rule 13a-14(a)/15d-14(a) certification of Certificate of  Principal Executive Officer and Principal Financial Officer
32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
99.1		Temporary Hardship Exemption Provided by Rule 201
101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase Document*

 

________________

* To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	Premier Holding Corporation
May 28, 2013	By:	/s/ Randall M. Letcavage
		Randall M. Letcavage Principal Executive Officer and Principal Financial Officer