UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
20549



FORM 10-Q



þ	QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarterly
Period Ended September 30, 2016



or



 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Transition
Period from _________ to _________

Commission File
Number: 000-53824



PREMIER HOLDING
CORPORATION

(Exact Name of
Registrant as Specified in its Charter)



|Nevada                                                         |  | 88-0344135                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer 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)



N/A

(Former Name or
Former Address, if Changed Since Last Report)



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 during the preceding 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 þ
No  ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ
No  ̈



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer                       | o | Accelerated filer         | o
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         | o | Smaller reporting company | þ
|(Do not check if a smaller reporting company) |   |                          



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



As of November 14, 2016, there were 328,554,007
shares of registrant’s common stock outstanding.

















PREMIER HOLDING CORPORATION

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2016



TABLE OF CONTENTS



|                               | Page                                                                                                                       
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                            
|PART I.  FINANCIAL INFORMATION |                                                                                                                            
|                               |                                                                                                                            
|ITEM 1                         | Financial Statements                                                                                                       
|                               |                                                                                                                            
|                               | Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015                           
|                               |                                                                                                                            
|                               | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015 (unaudited)
|                               |                                                                                                                            
|                               | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015 (unaudited)          
|                               |                                                                                                                            
|                               | Notes to Condensed Consolidated Financial Statements (unaudited)                                                           
|                               |                                                                                                                            
|ITEM 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                      
|                               |                                                                                                                            
|ITEM 3.                        | Quantitative and Qualitative Disclosures about Market Risk                                                                 
|                               |                                                                                                                            
|ITEM 4.                        | Controls and Procedures                                                                                                    
|                               |                                                                                                                            
|PART II.  OTHER INFORMATION    |                                                                                                                            
|                               |                                                                                                                            
|ITEM 1.                        | Legal Proceedings                                                                                                          
|                               |                                                                                                                            
|ITEM 1A.                       | Risk Factors                                                                                                               
|                               |                                                                                                                            
|ITEM 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                
|                               |                                                                                                                            
|ITEM 3.                        | Defaults Upon Senior Securities                                                                                            
|                               |                                                                                                                            
|ITEM 4.                        | Mine Safety Disclosures                                                                                                    
|                               |                                                                                                                            
|ITEM 5.                        | Other Information                                                                                                          
|                               |                                                                                                                            
|ITEM 6.                        | Exhibits                                                                                                                   
|                               |                                                                                                                            
|SIGNATURES                     | 26                                                                                                                         











2







PART I – FINANCIAL INFORMATION



Item 1. Financial Statements



PREMIER
HOLDING CORPORATION

Condensed
Consolidated Balance Sheets





|                                                                                                                                                                                           |  | September 30, 2016 |             |   | December 31, 2015 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ----------- | - | ----------------- | -
|                                                                                                                                                                                           |  | (Unaudited)        |             |   |                   |  
|ASSETS                                                                                                                                                                                    
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|CURRENT ASSETS:                                                                                                                                                                            |  |                    |             |   |                   |  
|Cash                                                                                                                                                                                       |  | $                  | 1,914,492   |   |                   | $
|Accounts receivable, net                                                                                                                                                                   |  |                    | 477,842     |   |                   |  
|Prepaid expenses                                                                                                                                                                           |  |                    | 125,438     |   |                   |  
|Inventory                                                                                                                                                                                  |  |                    | 20,102      |   |                   |  
|Related party receivable                                                                                                                                                                   |  |                    | 67,879      |   |                   |  
|Total current assets                                                                                                                                                                       |  |                    | 2,605,753   |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Equipment, net                                                                                                                                                                             |  |                    | 181,066     |   |                   |  
|Goodwill                                                                                                                                                                                   |  |                    | 4,000,000   |   |                   |  
|Deposit                                                                                                                                                                                    |  |                    | 125,000     |   |                   |  
|Total assets                                                                                                                                                                               |  | $                  | 6,911,819   |   |                   | $
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                       |  |                    |             |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|CURRENT LIABILITIES:                                                                                                                                                                       |  |                    |             |   |                   |  
|Accounts payable and accrued liabilities                                                                                                                                                   |  | $                  | 709,456     |   |                   | $
|Accounts payable - related party                                                                                                                                                           |  |                    | 106,967     |   |                   |  
|Convertible note, net                                                                                                                                                                      |  |                    | 1,161,939   |   |                   |  
|Notes payable                                                                                                                                                                              |  |                    | 64,182      |   |                   |  
|Lawsuit liability                                                                                                                                                                          |  |                    | –           |   |                   |  
|Derivative liability                                                                                                                                                                       |  |                    | 1,086,000   |   |                   |  
|Total liabilities                                                                                                                                                                          |  |                    | 3,128,544   |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|COMMITMENTS AND CONTINGENCIES (Note 9)                                                                                                                                                     |  |                    |             |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|STOCKHOLDERS' EQUITY:                                                                                                                                                                      |  |                    |             |   |                   |  
|Preferred stock - undesignated, $0.0001 par value, 42,750,000 shares authorized; none issued and outstanding as of September 30, 2016 and December 31, 2015, respectively                  |  |                    | –           |   |                   |  
|Series A Preferred stock, $0.0001 par value, 7,000,000 shares authorized; 200,000 issued and outstanding as of September 30, 2016 and December 31, 2015, respectively                      |  |                    | 20          |   |                   |  
|Series B Preferred stock, $0.0001 par value, 250,000 shares authorized; 250,000 issued and outstanding as of September 30, 2016 and  December 31, 2015, respectively                       |  |                    | 25          |   |                   |  
|Common stock, $0.0001 par value, 450,000,000
    shares authorized; 327,929,007 and 204,400,850 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively |  |                    | 32,793      |   |                   |  
|                                                                                                                                                                                           |  |                    |             |   |                   |  
|Common stock to be issued                                                                                                                                                                  |  |                    | 584,000     |   |                   |  
|Treasury stock                                                                                                                                                                             |  |                    | (869,000    | ) |                   |  
|Additional paid-in capital                                                                                                                                                                 |  |                    | 33,205,513  |   |                   |  
|Accumulated deficit                                                                                                                                                                        |  |                    | (28,711,656 | ) |                   |  
|Total Premier Holding Corporation stockholders' equity                                                                                                                                     |  |                    | 4,241,695   |   |                   |  
|Non-controlling interest                                                                                                                                                                   |  |                    | (458,420    | ) |                   |  
|Total stockholders' equity                                                                                                                                                                 |  |                    | 3,783,275   |   |                   |  
|Total liabilities and stockholders' equity                                                                                                                                                 |  | $                  | 6,911,819   |   |                   | $







See accompanying notes which are an integral part of these unaudited condensed consolidated financial statements.











3







PREMIER
HOLDING CORPORATION

Condensed
Consolidated STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                                   |  | Three Months Ended September 30, |             |   | Nine Months Ended September 30, |  
|---------------------------------------------------------------------------------- |  | -------------------------------- | ----------- | - | ------------------------------- | -
|                                                                                   |  | 2016                             |             |   | 2015                            |  
|REVENUE:                                                                           |  |                                  |             |   |                                 |  
|TPC commission revenue                                                             |  | $                                | 984,676     |   |                                 | $
|Product revenue                                                                    |  |                                  | 145,730     |   |                                 |  
|Total revenue                                                                      |  |                                  | 1,130,406   |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|COST OF SALES                                                                      |  |                                  | 100,457     |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|GROSS PROFIT                                                                       |  |                                  | 1,029,949   |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|OPERATING EXPENSES:                                                                |  |                                  |             |   |                                 |  
|Selling, general and administrative                                                |  |                                  | 2,511,042   |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|Total operating expenses                                                           |  |                                  | 2,511,042   |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|OPERATING LOSS                                                                     |  |                                  | (1,481,093  | ) |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|OTHER INCOME (EXPENSE):                                                            |  |                                  |             |   |                                 |  
|Interest expense                                                                   |  |                                  | (952,157    | ) |                                 |  
|Gain on change in fair value of derivative liability                               |  |                                  | 462,000     |   |                                 |  
|Total other expense, net                                                           |  |                                  | (490,157    | ) |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|LOSS BEFORE INCOME TAXES, NON-CONTROLLING INTEREST AND DISCONTINUED
    OPERATIONS |  |                                  | (1,971,250  | ) |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|Income taxes                                                                       |  |                                  | –           |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|LOSS BEFORE NON-CONTROLLING INTEREST AND DISCONTINUED OPERATIONS                   |  |                                  | (1,971,250  | ) |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|DISCONTINUED OPERATIONS:                                                           |  |                                  |             |   |                                 |  
|Loss from discontinued operations                                                  |  |                                  | –           |   |                                 |  
|Gain on disposal of LP&L                                                           |  |                                  | –           |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|INCOME FROM DISCONTINUED OPERATIONS                                                |  |                                  | –           |   |                                 |  
|                                                                                   |  |                                  |             |   |                                 |  
|NET LOSS                                                                           |  | $                                | (1,971,250  | ) |                                 | $
|                                                                                   |  |                                  |             |   |                                 |  
|NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST                                  |  | $                                | 375,862     |   |                                 | $
|                                                                                   |  |                                  |             |   |                                 |  
|NET LOSS ATTRIBUTABLE TO PREMIER HOLDING CORPORATION                               |  | $                                | (1,595,388  | ) |                                 | $
|                                                                                   |  |                                  |             |   |                                 |  
|Net loss Attributable to Premier Holding Corporation per share - basic and diluted |  |                                  |             |   |                                 |  
|Loss attributable to continuing operations                                         |  | $                                | (1,595,388  | ) |                                 | $
|Net loss per common share - basic and diluted                                      |  | $                                | (0.01       | ) |                                 | $
|Net loss attributable to Premier Holding Corporation per share - basic and diluted |  |                                  |             |   |                                 |  
|Loss from discontinued operations                                                  |  |                                  |             |   |                                 |  
|Net loss per common share from discontinued operations - basic and diluted         |  |                                  |             |   |                                 |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted           |  |                                  | 254,064,890 |   |                                 |  









See accompanying notes which are an integral part of these unaudited condensed consolidated financial statements.









4







PREMIER
HOLDING CORPORATION

Condensed
Consolidated STATEMENTS OF CASH FLOWS

(Unaudited)





|                                                                            |  | For the Nine Months Ended September 30, |           
|--------------------------------------------------------------------------- |  | --------------------------------------- | ----------
|                                                                            |  | 2016                                    |           
|                                                                            |  |                                         |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                         |           
|Net loss                                                                    |  | $                                       | (4,998,196
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                         |           
|Gain on disposal of LP&L                                                    |  |                                         | –         
|Shares based payments issued for services                                   |  |                                         | 992,799   
|Gain on change in fair value of derivative liability                        |  |                                         | (658,000  
|Warrants and options issued for services                                    |  |                                         | –         
|Depreciation and amortization expense                                       |  |                                         | 30,378    
|Amortization of debt discounts                                              |  |                                         | 1,448,355 
|Changes in operating assets and liabilities:                                |  |                                         |           
|Accounts receivable                                                         |  |                                         | (32,999   
|Prepaid expenses                                                            |  |                                         | (23,020   
|Inventory                                                                   |  |                                         | 62,431    
|Accounts payable and accrued liabilities                                    |  |                                         | 201,373   
|Net cash used by discontinued operations                                    |  |                                         | –         
|Net cash used in operating activities                                       |  |                                         | (2,976,879
|                                                                            |  |                                         |           
|CASH USED IN INVESTING ACTIVITIES:                                          |  |                                         |           
|Purchase of equipment                                                       |  |                                         | (76,699   
|Purchase of subsidiary - AIC, LLC                                           |  |                                         | (125,000  
|Net cash provided by discontinued operations                                |  |                                         | –         
|Net cash used in investing activities                                       |  |                                         | (201,699  
|                                                                            |  |                                         |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                         |           
|Net advances to related party                                               |  |                                         | (131,993  
|Proceeds (payment) for notes payable                                        |  |                                         | (34,486   
|Proceeds from common stock payable                                          |  |                                         | 580,000   
|Proceeds from sale of common stock                                          |  |                                         | 4,014,823 
|Proceeds from convertible notes payable                                     |  |                                         | 295,000   
|Payment of lawsuit liability                                                |  |                                         | (26,000   
|                                                                            |  |                                         |           
|Net cash provided by financing activities                                   |  |                                         | 4,697,344 
|                                                                            |  |                                         |           
|NET CHANGE IN CASH                                                          |  |                                         | 1,518,766 
|CASH AT BEGINNING OF PERIOD                                                 |  |                                         | 395,726   
|CASH AT END OF PERIOD                                                       |  | $                                       | 1,914,492 
|                                                                            |  |                                         |           
|SUPPLEMENTAL INFORMATION:                                                   |  |                                         |           
|Cash paid during the period for:                                            |  |                                         |           
|Interest                                                                    |  | $                                       | 286,545   
|Income taxes                                                                |  | $                                       | –         
|Non-cash investing and financing activities:                                |  |                                         |           
|Debt discount due to warrants included with convertible notes               |  | $                                       | 70,398    
|Debt discount due to derivative liabilities                                 |  | $                                       | 545,000   
|Debt discount in excess of debt charged to interest expense                 |  | $                                       | 444,000   
|Resolution of derivative liabilities to due debt conversions                |  | $                                       | 514,067   
|Common stock issued for conversion of debt                                  |  | $                                       | 1,302,500 
|Common stock returned to treasury                                           |  | $                                       | 101       







See accompanying notes which are an integral part of these unaudited condensed consolidated financial statements.











5







PREMIER
HOLDING CORPORATION

NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



NOTE 1 - NATURE OF OPERATIONS, BASIS
OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES



Company Overview



Premier Holding Corporation (the “Company”)
is an energy services holding company. The Company provides an array of energy services through its subsidiary companies, Energy
Efficiency Experts, Inc. (“E3”) and The Power Company USA, LLC (“TPC”). The Company provides solutions
that enable customers to lower their electricity rates, reduce their energy consumption, lower their operating and maintenance
costs, and realize environmental benefits. The Company’s comprehensive set of services includes competitive electricity plans
and upgrades to a facility’s energy infrastructure.



The Company was organized under the laws
of the State of Nevada on October 18, 1971 under the name of Mr. Nevada, Inc. On November 13, 2008, the Company filed a Certificate
of Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from OVM International Holding
Corporation to Premier Holding Corporation. The Company is organized with a holding company structure such that the Company provides
financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint
ventures and management strategies for its subsidiaries.



In 2012, the Company acquired a unique
marquee technology for energy efficient lighting, the E-Series controller developed by Active ES. This patented technology provides
an upgrade for existing HID lamps for high-bay indoor and outdoor applications where the other then current options for efficiency
were new and untested, and expensive. This technology is being marketed by E3.



In the first quarter of 2013, the Company
acquired an 80% stake in TPC, a deregulated power broker in Illinois. By the end of that quarter, TPC had over 11,000 clients and
has been adding between 1,000 and 3,000 clients per month. The Company now has sold well over 200,000 residential contract equivalents
(“RCEs”) and typically closes over 5,000 contracts per month. TPC has also contracted nearly 5,000 commercial/industrial
clients to date, such as small businesses, warehouses and distribution centers, which are then candidates for E3.



On October 22, 2014, the Company entered
into a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power &
Light, LLC (“LP&L”) from its owners. LP&L was incorporated under the laws of the State of New York on July
8, 2010 as a Limited Liability Company. LP&L marketed and sold electricity and natural gas to both commercial and residential
customers located primarily in five boroughs of New York City and on Long Island. The Company purchased electricity and natural
gas on a wholesale basis pursuant to a combined supply and credit facility agreement. Under the Agreement, the Company was to acquire
85% of LP&L on the closing date for 7,500,000 shares of common stock and $500,000 in Promissory Notes, plus earn-out payments
based upon EBITDA milestones during the 12 months following the closing date. Under the terms of the Agreement, the Company had
a contingent funding obligation of $1,000,000 of which $500,000 will be used as working capital for LP&L, had the option to
acquire the remaining 15% of LP&L until December 31, 2018 for $20,000,000 payable 1/2 in cash and 1/2 in common stock and was
to limit its board of directors to five persons, with the members of LP&L having the right to appoint one board member. On
April 7, 2015, the Agreement was terminated as per our default on our purchase obligations for the acquisition due to the non-performance
of LP&L under the terms of the Agreement.



On May 6, 2016, we entered into a definitive
agreement with WWCD, LLC, a company incorporated in the State of Illinois (“WWCD”), to acquire for $125,000 all membership
units, including all licenses and contracts held, of American Illuminating Company, LLC, a Connecticut limited liability company
(“AIC”), a company owned by WWCD. AIC is a FERC-licensed supplier of deregulated energy. Consummation of the acquisition
of AIC is subject to FERC approval, which has not yet been granted. After final notifications and filings with regulatory agencies
are complete, AIC is expected to begin supplying power immediately to our customers, will recruit additional resellers of deregulated
power and provide them with our sales tools to streamline sales efforts, enforce compliance, and increase productivity. The Company
has reflected the $125,000 payment towards the acquisition as a deposit on the balance sheet as of September 30, 2016.









6







The Company has two subsidiaries - E3 that
is wholly-owned and TPC that is 80% owned (the “Subsidiaries”). In addition, we will add AIC as a wholly owned subsidiary
when, and if, our acquisition is approved by FERC.



As used in this quarterly report and unless
otherwise indicated, the term “Company” refers to Premier Holding Corporation and the Company’s Subsidiaries.
Unless otherwise specified, all dollar amounts are expressed in United States dollars.



Basis of Presentation



The condensed consolidated financial statements
included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with
U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which
include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results
of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends
or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements
of the Company for the year ended December 31, 2015 (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, 2015 (including the notes thereto) set forth on Form 10-K.



During the nine months ended September
30, 2016, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements,
as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting
pronouncements has had or will have a material impact on the Company’s consolidated financial statements.



NOTE 2 – GOING CONCERN AND MANAGEMENT’S
LIQUIDITY PLANS



As of September 30, 2016, the Company had
an accumulated deficit of $28,711,656. For the nine months ended September 30, 2016 and 2015, the Company incurred operating losses
of $3,887,113 and $1,935,159, respectively, and used cash in operating activities of $2,976,879 and $2,270,305, respectively. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it
will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan.
There is no assurance that additional financing will be available when needed or that management will be able to obtain financing
on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating
cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement
a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient
additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the
Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations
and/or pursue other strategic avenues to commercialize its technology.



Accordingly, the accompanying condensed
consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial statements, which contemplates
continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal
course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily
represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.









7







NOTE 3 – ACQUISITIONS & GOODWILL



The following table presents details of the Company’s
goodwill and intangible assets as of September 30, 2016 and December 31, 2015:



|                                |  | The Power Company USA, LLC |          
|------------------------------- |  | -------------------------- | ---------
|Balances at January 1, 2015:    |  | $                          | 4,000,000
|Aggregate goodwill acquired     |  |                            | –        
|Impairment losses               |  |                            | –        
|Balances at December 31, 2015:  |  |                            | –        
|Aggregate goodwill acquired     |  |                            | –        
|Impairment losses               |  |                            | –        
|Balances at September 30, 2016: |  | $                          | 4,000,000



The Power Company USA, LLC Share Exchange



On February 28, 2013, the Company acquired
80% of the outstanding membership units of TPC, a deregulated power broker in Illinois for thirty million 30,000,000 shares of
Premier’s common stock valued at $4,500,000. The total purchase price for TPC was allocated as follows:



|Goodwill                                      |  | $ | 4,500,000 | 
|--------------------------------------------- |  | - | --------- | 
|Total assets acquired                         |  |   | 4,500,000 | 
|The purchase price consists of the following: |  |   |           | 
|Common Stock                                  |  |   | 4,500,000 | 
|Total purchase price                          |  | $ | 4,500,000 | 



The total amount of goodwill that is expected
to be deductible for tax purposes is $4,500,000 and is amortized over 15 years. The total amortization expense for tax purposes
for the nine months ended September 30, 2016 is $225,000.



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 dates fall, unless an election is made for repayment
in cash. One year from the contract date, the holders may elect to convert the note in whole or in part into shares of common
stock at a conversion price of 80% of the average closing market price over the prior 30 days of trading. During the three months
ended September 30, 2016, a total of $612,000 of these notes were converted into shares of common stock, with a total of $746,500
of these notes remaining as of September 30, 2016.



The Company analyzed the conversion option
of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging,and determined that the
instrument should be classified as a liability once the conversion option becomes effective after one year since there is no explicit
limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued (see Note 6).











8









Between March 9, 2015 and May 11, 2016,
the Company entered into convertible notes with third parties for use as operating capital for a total of $2,074,800. The convertible
notes payable agreements require the Company to repay the principal, together with 12% annual interest by the agreements’
expiration dates ranging between March 9, 2017 and May 11, 2019. The notes are secured by assets of the Company and mature three
years from the issuance date. Six months from the contract date, the holders may elect to convert the note in whole or in part
into shares of common stock at $0.15. Two warrants were issued with each note including (1) a warrant to purchase an amount of
equal to 50% of face value of the note at an exercise price $0.15 for a period of three years following the note issuance date
and (2) a warrant to purchase an amount of equal to 83.33% of face value of the note at an exercise price $0.25 for a period of
three years following the note issuance date. The Company recorded an aggregate debt discount of $686,536 for the fair value of
these warrants through September 30, 2016, which is being amortized over the term of the notes, and is included in convertible
notes on the Company’s balance sheet at an unamortized remaining balance of $276,502. The total debt discount recorded during
the nine months ended September 30, 2016 and 2015 was $70,398 and $565,519, respectively. Interest expense related to the amortization
of this debt discount for the nine months ended September 30, 2016 and 2015 was $156,426 and $56,859, respectively. During the
three months ended September 30, 2016, a total of $690,500 of these notes were converted into shares of common stock, with a total
of $1,384,300 of these notes remaining as of September 30, 2016.



During the three months ended September
30, 2016, the total of all notes converted was $1,302,500, with the holders receiving an aggregate of 32,562,500 shares of common
stock.



During the nine months ended September
30, 2016 and 2015, the Company recorded interest expense of $1,769,083 and $256,819, respectively.



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 conversion feature of these convertible promissory
notes has been characterized as a derivative liability beginning in July 2015 to be re-measured at the end of every reporting period
with the change in value reported in the statement of operations.



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 $1,086,000 for the fair value
of the convertible feature included in the Company’s convertible debt instruments as of September 30, 2016. The derivative
liability recorded for the convertible feature created a debt discount of $1,437,000, which is being amortized over the remaining
term of the notes using the effective interest rate method and is included in convertible notes on the balance sheet. Interest
expense related to the amortization of this debt discount for the nine months ended September 30, 2016, was $186,081. Additionally,
$444,000 of debt discount was charged to interest expense during the nine months ended September 30, 2016, representing the amount
of debt discount in excess of the convertible debt. A total of $514,067 of the debt discount was charged to interest expense during
the three months ended September 30, 2016 related to convertible debt converted during the period.



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 $0.0756 - $0.1172 (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 – 128.6%; and
| | - | --------------------------------------------------------

| | · | The Company would be unable to repay the notes within their term.
| | - | -----------------------------------------------------------------



Additional key inputs and assumptions used
to value the embedded conversion feature as of September 30, 2016:



| | · | The value of a share of Company stock on September 30, 2016, the measurement date - $0.0674 (per
the over-the-counter market quotes);
| | - | -------------------------------------------------------------------------------------------------------------------------------------

| | · | Conversion price - $0.0554, based on 80% of the average quoted market price for the Company’s
common stock for the 30-day period ended September 30, 2016; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Number of shares into which Notes would convert - face value of Notes divided by $0.0554.
| | - | -----------------------------------------------------------------------------------------











9







The following table summarizes the derivative
liability included in the consolidated balance sheet:



|Derivative liability as of December 31, 2015  |  | $ | 1,484,000 |  
|--------------------------------------------- |  | - | --------- | -
|Change in fair value of derivative liability  |  |   | (658,000  | )
|Derivative on new loans                       |  |   | 989,000   |  
|Reduction due to debt conversions             |  |   | (729,000  | )
|Derivative liability as of September 30, 2016 |  | $ | 1,086,000 |  



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 September 30, 2016, there were 200,000 Series A Non-Voting
Convertible Stock shares and 250,000 Series B Voting Convertible Preferred Stock shares issued and outstanding.



On March 31, 2014, the Board of Directors
of the Company approved the creation of a Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”).
On April 1, 2014, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock in Nevada of
which the Company is authorized to issue up to 7,000,000 shares with a par value of $0.0001 per share. In general, each share of
Series A Preferred Stock has no voting or dividend rights, a stated value of $1.00 per share (the “Stated Value”),
and is convertible nine months after issuance into common stock at the conversion price equal to one-tenth (1/10) of the Stated
Value, or at $0.10 per common share.



On December 11, 2015, the Board of Directors
of the Company approved the creation of the Corporation’s Series B Voting Convertible Preferred Stock (“Series
B Preferred Stock”). On December 16, 2015, the Corporation filed a Certificate of Designation for the Series B Preferred
Stock in Nevada of which the Company is authorized to issue up to 250,000 shares with a par value of $0.0001 per share. Holders
of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock. Votes of shares of Series
B Preferred Stock shall be added to votes of shares of common stock of the Company at any meeting of stockholders of the Company
at which stockholders have the right to vote. Series B Preferred Stock shall have voting rights for a period of three years from
the date of issuance. On the third anniversary of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred
Stock shall be converted into four shares of common stock without further action of the Board of Directors. Series B Preferred
Stock shall have the same dividends per share and, except as provided above, the same powers, designations, preferences and relative
rights, qualifications, limitations or restrictions as those of shares of Series A Preferred Stock of the Company.



Common Stock



During the nine months ended September
30, 2016, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 76,587,106 shares
of its common stock in amount of $4,014,823. Additionally, 15,392,858 shares of common stock were issued for consulting services
valued at $0.052 to $0.077 per share, based upon the fair value of the common stock on the measurement date totaling $992,800,
which was recognized immediately as general and administrative expense. The Company issued 32,562,500 shares of common stock for
the conversion of convertible notes totaling $1,302,500. Additionally, approximately 1,000,000 shares of common stock were cancelled
and returned to the treasury.



Unless otherwise set forth above, the securities
described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the
Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions
by an issuer not involving any public offering.









10







Options for Common Stock



A summary of option activity as of September 30, 2016 is presented
below:



|                                                     |  | Number Outstanding |            |   | Weighted-Average Exercise Price Per Share |   |      | Weighted-Average Remaining Contractual Life (Years) |  |  | Aggregate Intrinsic Value | 
|---------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------------------------- | - | ---- | --------------------------------------------------- |  |  | ------------------------- | 
|                                                     |  |                    |            |   |                                           |   |      |                                                     |  |  |                           | 
|Outstanding at January 1, 2015                       |  |                    | 6,000,000  |   |                                           | $ | 0.02 |                                                     |  |  | 4.17                      | 
|Granted                                              |  |                    | –          |   |                                           |   | –    |                                                     |  |  | –                         | 
|Exercised                                            |  |                    | (4,000,000 | ) |                                           |   | –    |                                                     |  |  | –                         | 
|Canceled/forfeited/expired                           |  |                    | (350,000   | ) |                                           |   | 0.06 |                                                     |  |  | –                         | 
|Outstanding at December 31, 2015                     |  |                    | 1,650,000  |   |                                           |   | 0.04 |                                                     |  |  | 4.53                      | 
|                                                     |  |                    |            |   |                                           |   |      |                                                     |  |  |                           | 
|Granted                                              |  |                    | –          |   |                                           |   | –    |                                                     |  |  | –                         | 
|Exercised                                            |  |                    | –          |   |                                           |   | –    |                                                     |  |  | –                         | 
|Canceled/forfeited/expired                           |  |                    | –          |   |                                           |   | –    |                                                     |  |  | –                         | 
|Outstanding at September 30, 2016                    |  |                    | 1,650,000  |   |                                           |   | 0.04 |                                                     |  |  | 3.78                      | 
|Options vested and exercisable at September 30, 2016 |  |                    | 1,650,000  |   |                                           | $ | 0.04 |                                                     |  |  | 3.78                      | 





On June 30, 2014, the Board of Directors
of the Company approved a new employment agreement with the Company’s Chief Executive Officer, Randy Letcavage (the “Employment
Agreement”). The Employment Agreement has a retroactive effective date of January 1, 2014 and replaces all prior agreements
between the Company and Mr. Letcavage. The Employment Agreement provides for an annual base salary of $240,000, a discretionary
bonus of $50,000 over each 12-month period, expense reimbursement, and a grant of stock options on 5,000,000 shares vesting over
2 years at an initial exercise price per share equal to $.0025 per share. Stock options are vesting at the following rate:



| | · | 1,000,000 (one million) shares of common stock on the Commencement Date;
| | - | ------------------------------------------------------------------------

| | · | 1,000,000 (one million) shares of common stock on the sixth (6th) month anniversary of the Commencement
Date;
| | - | -------------------------------------------------------------------------------------------------------------

| | · | 1,000,000 (one million) shares of common stock on the first anniversary of the Commencement Date;
| | - | -------------------------------------------------------------------------------------------------

| | · | 1,000,000 (one million) shares of common stock on the 18th month anniversary of the Commencement
Date; and
| | - | ----------------------------------------------------------------------------------------------------------

| | · | 1,000,000 (one million) shares of common stock on the second anniversary of the Commencement Date.
| | - | --------------------------------------------------------------------------------------------------



In addition, the Company agreed to indemnify
Mr. Letcavage to the fullest extent permitted by law for claims related to Mr. Letcavage’s role as an officer and director
of the Company, or its subsidiaries. The Company recorded $355,725 and $516,591 as his stock based compensation related to the
stock options for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, $872,316 had been recorded
as his stock based compensation related to the stock options, with $0 unrecognized cost related to the stock options remaining.
On October 8, 2015, Mr. Letcavage exercised 4,000,000 options for common stock at an aggregate price of $10,000, which was paid
through the reduction of accounts payable owed Mr. Letcavage.



On December 31, 2014, the Board of Directors
of the Company granted 150,000 stock options to each of its three board members with vesting immediately at an initial exercise
price per share equal to $.15 per share.



The Company valued the options using the
Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of between 0.5 and
5 years, risk free rates of between 1.65 and 1.73 percent, and annualized volatility of between 108% and 217%.









11







Warrants for Common Stock



A summary of warrant activity as of September 30, 2016 is presented
below:



|                                                      |  | Number Outstanding |             |   | Weighted-Average Exercise Price Per Share |   |       | Weighted-Average Remaining Contractual Life (Years) |  |  | Aggregate Intrinsic Value | 
|----------------------------------------------------- |  | ------------------ | ----------- | - | ----------------------------------------- | - | ----- | --------------------------------------------------- |  |  | ------------------------- | 
|                                                      |  |                    |             |   |                                           |   |       |                                                     |  |  |                           | 
|Outstanding at January 1, 2015                        |  |                    | 2,793,694   |   |                                           | $ | 0.157 |                                                     |  |  | 1.10                      | 
|Granted                                               |  |                    | 12,428,629  |   |                                           |   | 0.194 |                                                     |  |  | 2.58                      | 
|Exercised                                             |  |                    | –           |   |                                           |   | –     |                                                     |  |  | –                         | 
|Canceled/forfeited/expired                            |  |                    | (2,793,694  | ) |                                           |   | –     |                                                     |  |  | –                         | 
|Warrants vested and exercisable at December 31, 2015  |  |                    | 12,428,629  |   |                                           |   | 0.194 |                                                     |  |  | 2.58                      | 
|                                                      |  |                    |             |   |                                           |   |       |                                                     |  |  |                           | 
|Granted                                               |  |                    | 130,526,256 |   |                                           |   | 0.087 |                                                     |  |  | 2.05                      | 
|Exercised                                             |  |                    | –           |   |                                           |   | –     |                                                     |  |  | –                         | 
|Canceled/forfeited/expired                            |  |                    | (4,709,963  | ) |                                           |   | 0.200 |                                                     |  |  | 1.99                      | 
|Outstanding at September 30, 2016                     |  |                    | 138,244,922 |   |                                           |   | 0.093 |                                                     |  |  | 2.03                      | 
|Warrants vested and exercisable at September 30, 2016 |  |                    | 138,244,922 |   |                                           | $ | 0.093 |                                                     |  |  | 2.03                      | 





During the nine months ended September
30, 2016, the Company issued 1,966,650 warrants included with certain convertible notes payable (see Note 4) with a value of $70,397.
The Company valued the warrants using the Black-Scholes option-pricing model with the following assumptions: dividend yield of
zero, years to maturity of 3 years, risk free rates of between 0.85 and 1.31 percent, and annualized volatility of between 124%
and 130%.



During the nine months ended September
30, 2016, the Company issued 128,559,606 warrants included with certain stock purchases from accredited investors, with exercise
prices ranging from $0.07 to $0.10, and expiration dates ranging from 7 months to 5 years. There was no expense resulting from
these warrants.



NOTE 7 – DISCONTINUED OPERATION



The Company acquired assets from LP&L
on October 22, 2014. Due to the default of the purchase agreement between the Company and LP&L on April 7, 2015, the Company
lost control over LP&L. Based on the requirements of ASC 810, Consolidation, the Company will no longer present assets
and liabilities retained as of the date of deconsolidation. To accomplish this, the results of LP&L’s operations are
reported in discontinued operations in accordance with ASC 205, Presentation of Financial Statements.



Summarized operating results for the discontinuation
of operations is as follows:



|Fair value of consideration                                                 |  | $ | 629,668    |  
|--------------------------------------------------------------------------- |  | - | ---------- | -
|Fair value of retained non-controlling investment                           |  |   | –          |  
|Carrying value of non-controlling interest                                  |  |   | (215,861   | )
|                                                                            |  |   | 413,807    |  
|Less: carrying value of former subsidiary's net assets                      |  |   | (1,439,077 | )
|Gain on disposal of LP&L's interest and retained non-controlling investment |  |   | 1,852,884  |  
|Loss from discontinued operation from January 1, 2015 to April 7, 2015      |  | $ | (278,463   | )



As of the date of deconsolidation, in accordance
with ASC 810, Consolidation, we recognized a gain of $1,852,884 related to this event during the second quarter of 2015.
We have no carried value of assets related to our retained investment in LP&L, but retain a non-controlling equity interest,
which is 1.56% of LP&L interest with fair value amount of $0. The Company analyzed the carrying value of LP&L’s net
assets on the deconsolidation date and determined the amount to be $1,439,077 including the following,









12







|Cash                                             |  | $ | 37,294     |  
|------------------------------------------------ |  | - | ---------- | -
|Accounts receivable                              |  |   | 804,137    |  
|Inventory                                        |  |   | 14,802     |  
|Collateral Postings                              |  |   | 136,997    |  
|Accrued Revenue                                  |  |   | 414,683    |  
|Fixed assets                                     |  |   | 29,475     |  
|Collateral Deposit                               |  |   | 200,000    |  
|Accounts payable and accrued liabilities         |  |   | (1,658,957 | )
|Note Payable-related party                       |  |   | (117,124   | )
|Note payable                                     |  |   | (837,040   | )
|Due to Premier                                   |  |   | (463,344   | )
|Carrying value of former subsidiary's net assets |  | $ | (1,439,077 | )



The Company had no involvement with the
management of LP&L after the date of deconsolidation and confirms that this transaction was not with a related party and that
LP&L will not be a related party going forward after the deconsolidation.



Major assets and liabilities of the discontinued
operation of LP&L are as follows as of December 31, 2014:



|                                               |  | December 31, 2014 |          
|---------------------------------------------- |  | ----------------- | ---------
|                                               |  |                   |          
|Cash                                           |  | $                 | 23,698   
|Accounts receivable                            |  |                   | 810,446  
|Inventory                                      |  |                   | 42,319   
|Collateral Postings                            |  |                   | 286,997  
|Accrued Revenue                                |  |                   | 479,406  
|Fixed assets                                   |  |                   | 33,928   
|Collateral Deposit                             |  |                   | 200,000  
|Assets of discontinued operations              |  | $                 | 1,876,694
|                                               |  |                   |          
|Accounts payable and accrued liabilities       |  |                   | 1,209,359
|Note Payable-related party                     |  |                   | 141,860  
|Note payable                                   |  |                   | 991,400  
|Current liabilities of discontinued operations |  | $                 | 2,342,619



Major line items constituting net loss
of the discontinued operations of LP&L are as follows for the periods from January 1, 2015 through April 7, 2015 (deconsolidation):



|                                             |  | 2015 |          
|-------------------------------------------- |  | ---- | ---------
|                                             |  |      |          
|Revenues                                     |  | $    | 2,287,851
|Cost of sales                                |  |      | 2,144,747
|Gross profit                                 |  |      | 143,104  
|Selling, general and administrative expenses |  |      | 421,567  
|                                             |  |      |          
|Loss on discontinued operations              |  | $    | (278,463 











13







NOTE 8 – RELATED PARTY TRANSACTIONS



During the nine months ended September
30, 2016 and 2015, Mr. Letcavage (directly or through related entities) recorded $180,000 and $180,000, respectively as compensation
for his role as our CEO and CFO. The following tables outline the related parties associated with the Company and amounts due or
receivable for each period indicated.



|Name of Related Party            |  | Relationship with the Company                               
|-------------------------------- |  | ------------------------------------------------------------
|iCapital Advisory                |  | Consultant company owned by the CEO of the Company          
|Jamp Promotion                   |  | Company owned by Patrick Farah, a managing director of TPC  
|Mason Ventures and Sebo Services |  | Companies owned by Shadie Kalkas, a managing director of TPC



|Amounts due to related parties                              |  | September 30, 2016 |         |  | December 31 2015 |  
|----------------------------------------------------------- |  | ------------------ | ------- |  | ---------------- | -
|iCapital Advisory – consulting fees                         |  | $                  | 16,467  |  |                  | $
|Jamp Promotion – commissions                                |  |                    | 90,500  |  |                  |  
|Mason Ventures and Sebo Services – net loans                |  |                    | –       |  |                  |  
|                                                            |  | $                  | 106,967 |  |                  | $
|Related party receivable - Mason Ventures and Sebo Services |  | $                  | 67,879  |  |                  | $



During the nine months ended September
30, 2016, the Company received loans from Mason Ventures of approximately $710,453 and repaid approximately $783,370. The loans
are unsecured and non-interest bearing.



Additionally, we have also reviewed the
facts and circumstance of our relationship with Nexalin Technology and iCapital Advisory, both of which are affiliated companies
of our CEO, and have assessed whether these two companies are variable interest entities (VIEs). Based on the guidance provided
in ASC 810, Consolidation, these two companies are not considered VIEs. The Company is not the primary beneficiary of Nexalin
Technology and iCapital Advisory and, whether those two companies have any income (losses) for the nine months ended September
30, 2016, it would not be absorbed by Premier Holding Corporation.



NOTE 9 – COMMITMENTS AND CONTINGENCIES



Operating lease



For the operations of TPC, the Company
leases 4,260 square feet of office space at 1165 N. Clark Street, Chicago, Illinois under a 65 month operating lease through March
2019. The monthly base rent is approximately $9,415 per month and increases each year during the term of the lease.



Legal Proceedings



Whitaker Energy, LLC



In 2013, Whitaker Energy, LLC (“Whitaker”)
filed a civil action the Superior Court of Dekalb County, State of Georgia, Case No. 13-CV8610-6, against TPC and the Company alleging
that TPC is in default under its obligations to Whitaker under a promissory note pursuant to which Whitaker loaned TPC $150,000
in 2012 concurrent with Whitaker’s purchase of a membership interest in TPC. Under the terms of the loan between TPC and
Whitaker, TPC owed a monthly payment to Whitaker, the amount of which varies each month and is based on the number of contracts
TPC enters into from door-to-door sales and call centers. TPC and Whitaker dispute the number of contracts entered into by TPC
after certain adjustments and charge-backs from cancellation of contracts by consumers. Under the complaint, Whitaker seeks to
recover $93,080 of principal under the loan, plus prejudgment interest in the amount of $9,184 and reasonable attorneys’
fees and expenses of the litigation. In addition, Whitaker seeks an order from the court for access to TPC’s books and records.
TPC and the Company dispute the claim by Whitaker that TPC is in default under the loan between TPE and Whitaker. As of April 23,
2014, the parties to the litigation have negotiated a settlement of the litigation which would include a monthly payment by TPC
to Whitaker of $4,000 in payment of the principal and accrued interest. Under the terms of the settlement, Whitaker will recover
a total of $110,000 plus interest on unpaid amounts. As of September 30, 2016, the Company has made payments totaling $110,000,
with no remaining balance due at September 30, 2016.









14







Hi-Tech Specialists, Inc.



Prior to its acquisition by TPC, Hi-Tech
Specialists, Inc. (“Hi-Tech”) filed suit against U.S.E.C. LLC d/b/a/ US Energy Consultants and Michail Skachko concerning
the parties’ agreement seeking damages in an amount in excess of $789,077. The nature of the litigation relates to a contract
between the parties wherein Hi-Tech was to solicit service agreements on behalf of U.S.E.C. LLC. The suit is ongoing and TPC is
aggressively pursuing its claim against the parties named.



Lexington Power & Light, LLC



LP&L rents office space under several
non-cancelable operating lease agreements in the same commercial building that commenced beginning in March 2014, all of which
expired on February 28, 2016. The annual rental payments required under these operating lease agreements for 2015 and 2016 were
$46,867 and $7,849, respectively. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated
on April 7, 2015, thus the Company is no longer obligated to this operating lease effective April 7, 2015.



As of December 31, 2013, LP&L had a
contingent liability related to a complaint filed by a single commercial customer with the New York Public Service Commission seeking
a reimbursement of $40,000. The Company had determined it appropriate under the circumstances to recognize and accrue this loss
contingency. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated on April 7, 2015, thus
the Company is no longer obligated to this loss contingency effective April 7, 2015.



NOTE 10 - SUBSEQUENT EVENTS



In October of 2016, the Company issued
625,000 shares of the Company’s common stock to accredited investors at a price of $0.04 per share for total proceeds of
$25,000.



In October and November of 2016, the Company received proceeds
of $668,185 from accredited investors for 10,276,214 common shares not yet issued as of November 14, 2016. The shares were sold
at prices ranging from $0.04 to $0.07 per common share.





















15







ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward-Looking Statements



This
Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements
that reflect Management's current views with respect to future events and financial performance. Forward-looking statements
are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the
negative of these terms or other comparable terminology. Those statements include statements
regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which
such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking
statements.Forward-looking statements made in this quarterly report on Form 10-Q includes statements about:



| | · | our plans to identify and acquire products that we believe will be prospective for acquisition
and development;
| | - | ---------------------------------------------------------------------------------------------------------------

| | · | concentration of our customer base and fulfillment of existing customer contracts;
| | - | ----------------------------------------------------------------------------------

| | · | our ability to maintain pricing;
| | - | --------------------------------

| | · | deterioration of the credit markets;
| | - | ------------------------------------

| | · | increased vulnerability to adverse economic conditions due to indebtedness;
| | - | ---------------------------------------------------------------------------

| | · | competition within our industry;
| | - | --------------------------------

| | · | asset impairment and other charges;
| | - | -----------------------------------

| | · | our identifying, making and integrating acquisitions;
| | - | -----------------------------------------------------

| | · | loss of key executives;
| | - | -----------------------

| | · | the ability to employ skilled and qualified workers;
| | - | ----------------------------------------------------

| | · | work stoppages and other labor matters;
| | - | ---------------------------------------

| | · | inadequacy of insurance coverage for certain losses or liabilities;
| | - | -------------------------------------------------------------------

| | · | federal and state legislative and regulatory initiatives relating to the energy industry;
| | - | -----------------------------------------------------------------------------------------

| | · | costs and liabilities associated with environmental, health and safety laws, including any changes
in the interpretation or enforcement thereof;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

| | · | future legislative and regulatory developments;
| | - | -----------------------------------------------

| | · | our beliefs regarding the future of our competitors;
| | - | ----------------------------------------------------

| | · | our expectation that the demand for our products services will eventually increase; and
| | - | ---------------------------------------------------------------------------------------

| | · | our expectation that we will be able to raise capital when we need it.
| | - | ----------------------------------------------------------------------



These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”
set forth in our Form 10-K, as amended, as filed on April 14, 2016, any of which may cause our Company’s or our industry’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and
not in limitation:



| | · | general economic and business conditions;
| | - | -----------------------------------------

| | · | substantial doubt about our ability to continue as a going concern;
| | - | -------------------------------------------------------------------

| | · | our needs to raise additional funds in the future which may not be available on acceptable terms
or at all;
| | - | -----------------------------------------------------------------------------------------------------------

| | · | our inability to successfully recruit and retain qualified personnel in order to continue our operations;
| | - | ---------------------------------------------------------------------------------------------------------

| | · | our ability to successfully implement our business plan;
| | - | --------------------------------------------------------

| | · | if we are unable to successfully acquire, develop or commercialize new products;
| | - | --------------------------------------------------------------------------------

| | · | our expenditures not resulting in commercially successful products;
| | - | -------------------------------------------------------------------

| | · | third parties claiming that we may be infringing their proprietary rights that may prevent us from
manufacturing and selling some of our products;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the impact of extensive industry regulation, and how that will continue to have a significant impact
on our business, especially our product development, manufacturing and distribution capabilities; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | other factors discussed under the section entitled “Risk Factors” set forth in our
Form 10-K for the year ended December 31, 2015, as filed on April 14, 2016.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------











16





Readers
are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with
the Securities and Exchange Commission. The following Management’s Discussion and Analysis of Financial Condition and Results
of Operations of the Company should be read in conjunction with the Condensed Consolidated Financial Statements and notes related
thereto included in this quarterly report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except
as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and
operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially
from our assumptions.



As used in this Quarterly Report on Form
10-Q and unless otherwise indicated, the terms “Premier,” “we,” “us,” “our,” or
the “Company” refer to Premier Holding Corporation and its Subsidiaries, Energy Efficiency Experts, Inc. (“E3”),
The Power Company USA, LLC (“TPC”) and American Illuminating Company, LLC (“AIC”). Unless otherwise specified,
all dollar amounts are expressed in United States dollars.



Corporate Overview



We are an energy services holding company.
We provide an array of energy services through our subsidiary companies, E3 and TPC. In addition, we have entered into agreements
to acquire AIC, and can consummate that acquisition upon receipt of FERC approval. We provide solutions that enable customers to
reduce their electricity rates and 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.
Our stock is quoted on the OTC Markets under the symbol “PRHL”.



We were 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, we commenced
limited operations which were discontinued in 1990. Thereafter, we engaged in reorganization and, on several occasions, sought
to merge with or acquire certain active private companies or operations, all of which were terminated or resulted in discontinued
negotiations. On November 13, 2008, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State
of Nevada Secretary to change its name from OVM International Holding Corporation to Premier Holding Corporation. In 2012, we discontinued
our former lines of business and began offering clean energy products and services. In December 2011, we acquired assets from WePower,
LLC and Green Central Holdings, Inc. in order to start a second line of business unrelated to our historical businesses. We also
formed WePower Ecolutions Inc. (“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 October 2012, we divested our business
of certain underperforming product lines and prospects which were acquired by a newly formed entity known as WePowerEco Corp. and
negotiated the sale of the product line and prospects with WePowerEco Corp. in exchange for an unsecured promissory note in the
face amount of $5,000,000. Subsequently the note had been conservatively valued at approximately $869,000. In connection with the
sale of the product line and prospects, we agreed not to compete with WePower Eco Corp’s solar and wind products for a period
of two years following the sale. In addition, we agreed to the let the prior management team use the WePower name in a newly formed
company separate from the Company.



In 2012, we acquired a technology for energy
efficient lighting, the E-Series controller developed by Active ES. This patented technology provides an upgrade for existing HID
lamps for high-bay indoor and outdoor applications where the other current options for efficiency are new and untested, and expensive.
This technology is being marketed by E3. In the fourth quarter of 2012, we 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. By the end of that quarter, TPC had over 11,000 clients and has been
adding between 1,000 and 3,000 clients per month. Over 1,000 of these clients have commercial/industrial facilities such as small
businesses, warehouses and distribution centers, which we believe are candidates for E3. While a part of our company, this has
grown to over 200,000 contracts sold, and selling over 5,000 per month.









17







On May 6, 2016, we entered into a definitive
agreement with WWCD to acquire for $125,000 all membership units, including all licenses and contracts held, of AIC, a FERC-licensed
supplier of deregulated energy. Consummation of the acquisition of AIC is subject to FERC approval, which has not yet been granted.
After final notifications and filings with regulatory agencies are complete, AIC is expected to begin supplying power immediately
to our customers, will recruit additional resellers of deregulated power and provide them with our sales tools to streamline sales
efforts, enforce compliance, and increase productivity.



In addition to organic growth, strategic
acquisitions of complementary businesses and assets have been an important part of our historical development. Since inception,
the Company has completed numerous acquisitions, most recently two of which have enabled us to broaden our service offerings and
expand our geographical reach.



We bridge two industries in the Energy
field: Deregulation (reselling power from suppliers) and energy efficiency technologies. Deregulated power is expected to be one
of the largest markets since the deregulation of telecom, only much larger. Energy efficiency companies, sometimes referred to
as energy services companies, or ESCOs, develop, install and arrange financing for projects designed to improve the energy efficiency
of client facilities. Typical products and services offered by energy efficiency companies include lighting and lighting retrofits,
HVAC upgrades, motor controls, equipment installations, load management, and can include power generation including on-site cogeneration,
renewable energy plants, etc. As we grow, we expect to be involved in all these opportunities. Energy efficiency companies often
offer their products and services through energy savings performance contracts, or ESPCs. Under these contracts, energy efficiency
companies assume certain responsibilities for the performance of the installed measures, under assumed conditions, for a portion
of the project’s economic lifetime. We operate as a deregulated power reseller and as an ESCO.



E3’s Business



E3 is an Energy Services Company (ESCO)
formed by the Company to provide energy reduction solutions for its clients. Through surveys and various analysis, E3 prescribes
the best solution for the unique circumstance of each client by providing the most current, vetted solutions in energy reduction
technologies, as well as management tools which capture the client for future opportunities.



Many companies only provide stand-alone
solutions and only address one area of energy efficiency. E3 looks at its clients’ entire energy footprint and develops custom
solutions that fit their distinct requirements. E3 prescribes the most appropriate solutions for its clients’ facilities
and operations based on their budget. In addition, E3 facilitates the entire process from assessment of needs to planning and implementation
to ensure that all expectations for energy reduction and technology performance are met. E3 also provides financing through third-party
partners for its customers.



E3 lowers the cost of energy through competitive
supplier bidding and creates comprehensive energy savings solutions through the implementation of energy reduction projects. The
mission of E3 is to help a customer select and implement the most cost effective energy conservation measures for its facilities.
E3’s energy services division is focused on providing business customers with demand management solutions such as lighting
(LED etc.), HVAC, Commercial Refrigeration and Water Sub-Metering and Smart Building technology.



The Company believes that E3 is finding
success in the sale and installation of LED lighting both as direct sales to mid- and large-sized customers and in utilizing rebate
programs from power providers (SCE, etc.). E3 continues to recruit LED resellers whose clients have declined an LED sale and is
going back to those clients and offering the E-Series technology as a solution for their existing HID lighting. This includes,
but is not limited to, end users such as auto dealerships, warehouses, and parking structures.



TPC’s Business



TPC provides competitive energy pricing
delivered with no change in service. There are currently 14 states that have deregulated their energy markets in a manner attractive
to business. While many consumers have already benefitted from deregulated energy, there are millions more that have not taken
advantage of this opportunity. It is estimated that federally requested energy deregulation will be enacted in some form in more
of the 50 states by 2020. The deregulation industry is estimated at 7 to 11 times larger than when the telecom industry deregulated.
Today and as this market broadens, the Company expects TPC to continue to leverage its strength in these emerging markets.



Prior to deregulation, the utility market
in each state was monopolized. At that time, a few, sometimes only one, utility in each state provided all components of energy
services: supply and distribution. In 1992, Congress passed the National Energy Policy Act, allowing consumers in deregulated states
the power to choose their energy supplier. TPC is an experienced energy consulting firm in the deregulation space that utilizes
its market standing and its large, well-established network of energy suppliers to compete for its clients’ business. With
no cost or obligation for its clients, TPC serves as its clients’ energy advocates and negotiates the most competitive pricing
and options for its clientele. Because of TPC’s buying power, market expertise, and strong and diverse supplier relationships,
TPC can achieve results and cost savings that are greater than most individuals and/or organizations can obtain on their own.









18







TPC’s business model is to enlist
commercial and residential clients who benefit from the law passed allowing for competition in the energy markets as a result of
deregulation of energy. In many cases TPC saves its clients 10% to 30% on their energy bills by simply switching suppliers, all
while the enrollee still receives services from their local utility (the local utility continues to distribute the power, read
the meter, bill, and service any interruptions). TPC is different than several of its competitors in that is has agreements with
multiple energy suppliers allowing TPC to leverage its standing in the marketplace to garner competitive pricing for its clients
by having its suppliers compete for their clients’ business. Currently, TPC has access to over 30 different suppliers and
has most of the agreements in place that allow for TPC to be paid for the life of the client’s tenure with the supplier.
TPC acquires its clients through strategic partnerships, trained in-house commercial and door-to-door residential agents and call
centers.



TPC utilizes its online client energy portal.
This energy portal enables rapid, efficient and secure sales transactions of deregulated power. The energy portal is designed to
enable sales agents, whether from a computer terminal, a smart phone, or any web browser to access the pertinent information on
a particular prospect. Agents can view their clients’ energy profiles and quickly access the energy options available to
them. The transparency and ease of the energy portal allows TPC’s agents to select the best power provider for their customers
and process the paperwork online in real-time, which enables client acquisition in minutes. This sales portal enables large-scale,
rapid sales of deregulated power. The energy portal is built for scalability so that it can be monetized on its own, meaning it
can be offered to any deregulated power company as its sales tool. The technology also provides sales management, reporting, verification,
and compliance tracking which may be among the best in the industry.



AIC’s Business



The primary value that AIC will add to
the Company (assuming we obtain FERC approval for the acquisition) is that it enables customers to recognize immediate savings
via lowering their electricity bills by supplying energy marketing firms with a more competitive platform to access electricity
contracts and support. Through the Company’s ownership of TPC, this creates a built-in strategic partnership for the states
that TPC is already licensed in to broker power, including Connecticut, District of Columbia, Delaware, Illinois, Maine, Massachusetts,
Maryland, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Texas. AIC will have to obtain state, local,
utility and other approvals in order to supply power in these several states, but pending such approvals, AIC may benefit from
TPCs existing database of over 200,000 current and past clients to “jumpstart” its progress. We anticipate that half
of all contracts written by TPC could be supplied by AIC.



Through this relationship to establish
a large wholesale broker sales network, AIC plans to achieve operating and sales velocity more quickly in order to form a strong
foundation to establish positive cash flows. We believe that TPC can direct a material portion of its customers to AIC. We believe
this presents a major opportunity for AIC to scale quickly through its strong relationship with TPC. In addition to contract sales
generated by TPC, we expect that AIC will expand its offerings to consumers through other energy brokers in order to expand revenue.



Corporate Developments During 2016



Since
the commencement of the year through September 30, 2016, we experienced the following corporate developments:



Development of ESP



During the first quarter ended March 31,
2016, we began development of the next generation of the Energy Services Portal (“ESP”) V3.0. Formerly the National
Energy Services Transactor, or NEST, the name was changed to avoid confusion in the market with another product. This new version
is being developed to further expand its features and capabilities and to accommodate the needs of multiple resellers of deregulated
power on behalf of the newly acquired supplier.









19







Results of Operations



Comparison of the Three Months Ended
September 30, 2016 to the Three Months Ended September 30, 2015



Revenue and Operating Expenses



The Company’s revenue and operating
expenses for the three months ended September 30, 2016 and 2015 are summarized as follows:



|                                             |  | Three Months Ended September 30, |           
|-------------------------------------------- |  | -------------------------------- | ----------
|                                             |  | 2016                             |           
|Revenues                                     |  | $                                | 1,130,406 
|Cost of revenues                             |  |                                  | 100,457   
|Gross profit                                 |  |                                  | 1,029,949 
|Selling, general and administrative expenses |  |                                  | 2,511,042 
|Operating loss                               |  | $                                | (1,481,093



The decrease in revenue for the three months
ended September 30, 2016, compared to the three months ended September 30, 2015 is due primarily to a reduction in residential
revenue from our TPC subsidiary.



The increase in selling, general and administrative
expenses for the three months ended September 30, 2016, compared to the three months ended September 30, 2015 is due primarily
to the increased use of consultants.



Other Income (Expense)





|                                                            |  | Three Months Ended September 30, |         
|----------------------------------------------------------- |  | -------------------------------- | --------
|                                                            |  | 2016                             |         
|                                                            |  |                                  |         
|Interest expense                                            |  | $                                | (952,157
|Gain (loss) on change in fair value of derivative liability |  |                                  | 462,000 
|Total                                                       |  | $                                | (490,157



The increase in other expense for the three
months ended September 30, 2016, compared to the prior period is mainly attributable to the increase in convertible notes and derivative
liability, as well as the write-off of unamortized derivative debt discounts on converted notes, resulting in increased interest
expense and increase in consulting fees. This increase is partially offset by the gain from the decrease in the fair value of the
derivative liability during the three months ended September 30, 2016.



Comparison of the Nine Months Ended
September 30, 2016 to the Nine Months Ended September 30, 2015



Revenue and Operating Expenses



The Company’s revenue and operating
expenses for the nine months ended September 30, 2016 and 2015 are summarized as follows:



|                                             |  | Nine Months Ended September 30, |           
|-------------------------------------------- |  | ------------------------------- | ----------
|                                             |  | 2016                            |           
|Revenues                                     |  | $                               | 3,649,141 
|Cost of revenues                             |  |                                 | 339,742   
|Gross profit                                 |  |                                 | 3,309,399 
|Selling, general and administrative expenses |  |                                 | 7,196,512 
|                                             |  |                                 |           
|Operating loss                               |  | $                               | (3,887,113









20







The decrease in revenue for the nine months
ended September 30, 2016, compared to the nine months ended September 30, 2015 is due primarily to a decrease in residential revenue
from our TPC subsidiary, partially offset by increase in its commercial and call center revenues.



The increase in selling, general and administrative
expenses for the nine months ended September 30, 2016, compared to the nine months ended September 30, 2015 is due primarily to
the increased use of consultants.



Other Income (Expense)





|                                                            |  | Nine Months Ended September 30, |           
|----------------------------------------------------------- |  | ------------------------------- | ----------
|                                                            |  | 2016                            |           
|                                                            |  |                                 |           
|Interest expense                                            |  | $                               | (1,769,083
|Gain (loss) on change in fair value of derivative liability |  |                                 | 658,000   
|Total                                                       |  | $                               | (1,111,083



The increase in other expense for the nine
months ended September 30, 2016, compared to the prior period is mainly attributable to the increase in convertible notes and derivative
liability, as well as the write-off of unamortized derivative debt discounts on converted notes, resulting in increased interest
expense. This increase is partially offset by the gain from the decrease in the fair value of the derivative liability during the
nine months ended September 30, 2016.



Liquidity and Capital Resources



Working Capital



The following table sets forth a summary of working capital
as of September 30, 2016 and December 31, 2015:



|                    |  | September 30, |           |   | December 31, |  
|------------------- |  | ------------- | --------- | - | ------------ | -
|                    |  | 2016          |           |   | 2015         |  
|Current assets      |  | $             | 2,605,753 |   |              | $
|Current liabilities |  |               | 3,128,544 |   |              |  
|Working capital     |  | $             | (522,791  | ) |              | $



The increase in working capital is due
primarily from an increase in cash from the sale of the Company’s common stock, as well as a reduction in convertible notes
due to notes converted to common stock.



Cash Flows



The following table sets forth a summary of changes in cash
flows for the nine months ended September 30, 2016 and 2015:



|                                          |  | Nine Months Ended September 30, |           
|----------------------------------------- |  | ------------------------------- | ----------
|                                          |  | 2016                            |           
|Net cash used in operating activities     |  | $                               | (2,976,879
|Net cash used in investing activities     |  |                                 | (201,699  
|Net cash provided by financing activities |  |                                 | 4,697,344 
|Change in cash                            |  | $                               | 1,518,766 



The increase in cash used in operating
activities was due primarily to an increase in selling, general and administrative expenses for the nine months ended September
30, 2016 as compared to the same period in 2015.



The increase in cash used in investing
activities was due primarily the acquisition of AIC for cash of $125,000 in May of 2016.



The increase in cash from financing activities
was due primarily to increased proceeds from the sale of common stock for the nine months ended September 30, 2016 as compared
to the same period in 2015.









21







Private Placement Offering



During the nine months ended September
30, 2016, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 76,587,106 shares
of its common stock in amount of $4,014,822.



Short-Term Debt and Lines of Credit



The Company did not enter into any new
short-term debt or lines of credit with third parties during the nine months ended September 30, 2016.



Convertible Notes Payable



During the nine months ended September
30, 2016, the Company entered into convertible notes with third parties for use as operating capital for total proceeds of $295,000.



During the nine months ended September
30, 2016, the Company issued 32,562,500 shares of its common stock for the conversion of convertible notes totaling $1,302,500.



Going Concern



The unaudited condensed consolidated financial
statements contained in this annual report on Form 10-Q have been prepared assuming that the Company will continue as a going concern.
Since inception, the Company has financed its operations primarily through proceeds from the issuance of common stock and convertible
notes payable. As of September 30, 2016, the Company had an accumulated deficit of $28,711,656. During the nine months ended September
30, 2016, the Company incurred operating losses of $3,887,113 and used cash in operating activities of $2,976,879. These factors
raise substantial doubt about the Company’s ability to continue as a going concern. Management is in the process of evaluating
various financing alternatives in order to finance our research and development activities and general and administrative expenses.
These alternatives include raising funds through public or private equity markets and either through institutional or retail investors.
Although there is no assurance that the Company will be successful with our fund raising initiatives, management believes that
the Company will be able to secure the necessary financing as a result of ongoing financing discussions with third party investors
and existing shareholders.



The condensed consolidated financial statements
do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s
continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to
attain profitability. If the Company raises additional funds through the issuance of equity, the percentage ownership of current
shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable
terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly
and materially restrict its future plans for developing its business and achieving commercial revenues. If the Company is unable
to obtain the necessary capital, the Company may have to cease operations.



Future Financing



We will require additional funds to implement
our growth strategy for our business. In addition, while we have received capital from various private placements and convertible
loans that have enabled us to fund our operations, these funds have been largely used to supplement our working capital, although
additional funds are needed for other corporate operational and working capital purposes. At this time, we have sufficient capital
to fund our operations for the next 12 months. However, once we consummate the acquisition of AIC that is subject to FERC approval,
which has not yet been granted, we expect to need additional capital to be able to purchase power and pay commissions. At this
time, we have not determined the amount that may be needed. These funds may be raised through equity financing, debt financing,
or other sources, which may result in further dilution in the equity ownership of our shares. There can be no assurance that additional
financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we
are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues
from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps
even cease our operations.









22







Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.



Critical Accounting Policies and Estimates



Our significant accounting policies are
more fully described in the notes to our financial statements included herein for the quarter ended September 30, 2016 and in the
notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.



Recently Issued Accounting Pronouncements



Any recently issued accounting pronouncements
are more fully described in Note 1 to our financial statements included herein for the quarter ended September 30, 2016.



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



Disclosure Controls and Procedures



The Company maintains disclosure controls
and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under
the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management,
including the Company’s interim president and chief executive officer (who is the Company’s principal executive officer)
and the Company’s chief financial officer, treasurer, and secretary (who is the Company’s principal financial officer
and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating the
Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and
the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.



Management’s Report on Internal
Control over Financial Reporting



Management is responsible for establishing
and maintaining adequate internal control over the Company’s financial reporting. In order to evaluate the effectiveness
of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, our management, with
the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment,
including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal controls over
financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this
evaluation. Based on this evaluation, the Company’s management concluded its internal control over financial reporting was
not effective as of September 30, 2016. The ineffectiveness of the Company’s internal control over financial reporting was
due to the following material weaknesses which are indicative of many small companies with small staff:



|(i)  | inadequate segregation of duties consistent with control objectives; and          
|---- | ----------------------------------------------------------------------------------
|(ii) | ineffective controls over period-end financial disclosure and reporting processes.











23







Our management feels the weaknesses identified
above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and
procedures related to these material weaknesses and expect to implement changes in the next calendar year, including identifying
specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate
these material weaknesses. Our management will continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds allow.



Because of its inherent limitations, internal
controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation.



Changes in Internal Control Over Financial
Reporting



There were no changes in our internal control
over financial reporting during the three months ended September 30, 2016 that have materially affected, or are reasonably likely
to materially affect our internal control over financial reporting. We believe that a control system, no matter how well designed
and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.









24







PART II – OTHER INFORMATION



Item 1.
Legal Proceedings



The Company is not a party to any material
pending legal proceedings and, to the best of its knowledge, no such action by or against the Company has been threatened, except
as noted below:



Hi-Tech Specialists, Inc.



Prior to its acquisition by TPC, Hi-Tech
Specialists, Inc. (“Hi-Tech”) filed suit against U.S.E.C. LLC d/b/a/ US Energy Consultants and Michail Skachko concerning
the parties’ agreement seeking damages in an amount in excess of $789,077. The nature of the litigation relates to a contract
between the parties wherein Hi-Tech was to solicit service agreements on behalf of U.S.E.C. LLC. The suit is ongoing and TPC is
aggressively pursuing its claim against the parties named.



Lexington Power & Light, LLC



As of December 31, 2013, LP&L had a
contingent liability related to a complaint filed by a single commercial customer with the New York Public Service Commission seeking
a reimbursement of $40,000. The Company had determined it appropriate under the circumstances to recognize and accrue this loss
contingency. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated on April 7, 2015, thus
the Company is no longer obligated to this loss contingency effective April 7, 2015.



Item 1A.
Risk Factors



An investment in the Company’s common
stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors”
section of the Annual Report on Form 10-K for the year ended December 31, 2015, as filed on April 14, 2016, in addition to other
information contained in those reports and in this quarterly report in evaluating the Company and its business before purchasing
shares of its common stock. The Company’s business, operating results and financial condition could be adversely affected
due to any of those risks.



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



During the nine months ended September
30, 2016, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 76,587,106 shares
of its common stock in amount of $4,014,822. Additionally, 15,392,858 shares of common stock were issued for consulting services
valued at $0.052 to $0.077 per share, based upon the fair value of the common stock on the measurement date totaling $992,800,
which was recognized immediately as general and administrative expense. The Company issued 32,562,500 shares of common stock for
the conversion of convertible notes totaling $1,302,500.





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.



Item 3. Defaults upon Senior
Securities



None.



Item 4. Mine Safety Disclosures



Not Applicable.



Item 5. Other Information



None.



Item 6. Exhibits



|No. |       | Description
|--- | ----- | -----------
|    | 31.1* |            
|    | 31.2* |            
|    | 32.1* |            
|    | 32.2* |            
|    | 101*  |            



* Filed herewith





26







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



By: /s/ Randall Letcavage

Randall Letcavage

President, Chief Executive Officer & Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Date: November 14, 2016





















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