UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
20549



FORM 10-Q/A

Amendment No.
1



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



For the Quarterly
Period Ended June 30, 2017



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, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.



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



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:  ̈



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 21, 2017, there were 443,328,083
shares of registrant’s common stock outstanding.













EXPLANATORY NOTE



This Amendment No.
1 on Form 10-Q/A (this “Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Premier Holding Corporation (the
“Company,” “we”, “our” and “us”) for the period ended June 30, 2017, as filed by
the registrant on August 14, 2017 (the “Original Filing”). The purpose of this Amendment No. 1 is based on comments
from the staff of the U.S. Securities & Exchange Commission (the “SEC”) requesting that the Company expand its
disclosures on the nature of certain expenses during the period ended June 30, 2017 in the Company’s Results of Operations
under Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations as follows:



Comparison of the Three Months Ended
June 30, 2017 to the Three Months Ended June 30, 2016



“The decrease
in selling, general and administrative expenses for the three months ended June 30, 2017, compared to the three months ended June
30, 2016 is due primarily to a decrease in stock-based compensation paid to consultants for advisory services and a decrease in
commissions paid at our TPC subsidiary. The advisory services included services related to strategic planning, equity and debt
financings, restructuring for a potential listing onto a major exchange and assisting the Company in obtaining qualified persons
to serve as senior management and directors.”



Comparison of the Six Months Ended June
30, 2017 to the Six Months Ended June 30, 2016



“The increase
in selling, general and administrative expenses for the six months ended June 30, 2017, compared to the six months ended June 30,
2016 is due primarily to an increase in stock-based compensation paid to consultants for services during the first quarter of 2017.
These services included advisory services related to strategic planning, equity and debt financings, restructuring for a potential
listing onto a major exchange and assisting the Company in obtaining qualified persons to serve as senior management and directors.”



The corrections referenced
above are not material to the Company or its financial results for the year.



In accordance with
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 7 of the Original Filing is hereby amended and
restated with only changes to the above disclosure.



Except as specifically
set forth herein, this Amendment No. 1 does not amend or otherwise update any other information in the Original Filing. Accordingly,
this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings with the SEC subsequent
to the Original Filing.











































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Item 6. Exhibits



|Exhibit
        Number | Description                                                                                                                       
|---------------------- | ----------------------------------------------------------------------------------------------------------------------------------
|(31)                   | Rule 13a-14(a)/15d-14(a) Certifications                                                                                           
|31.1*                  | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer                                 
|31.2*                  | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
|(32)                   | Section 1350 Certifications                                                                                                       
|32.1*                  | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer                                 
|32.2*                  | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer



*       Filed
herewith.











































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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 21, 2017











































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