UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



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



For the fiscal year ended December 31, 2014





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 Avenue, Unit F                                           |  | 92780                                
|Tustin, California                                                     |  | ( Zip Code)                          



Registrant’s telephone number, including
area code 949-260-8070





Securities registered pursuant to Section 12(b)
of the Act: None



Securities registered pursuant to Section 12(g)
of the Act: Common Stock, Par Value $0.0001



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes o No x



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o
No x



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 x No o



Indicate by check mark if disclosure of delinquent filers pursuant
to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. o



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 |  | Smaller Reporting Company x |  | Non-Accelerated Filer o                       | 
|------------------------- |  | ------------------- |  | --------------------------- |  | --------------------------------------------- | 
|                          |  |                     |  |                             |  | (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 o   No x



The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant, as of June 30, 2014, the last business day of the registrant’s
most recently completed second fiscal quarter, was approximately $13.5 million based upon the last sales price of the common stock
as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors and beneficial
holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons
may be deemed to be affiliates.



As of March xx, 2015,
there are 181,567,085 shares of common stock outstanding.













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i









Item 1. BUSINESS



Cautionary Statement Regarding Forward Looking
Statements



This Annual Report includes
forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements
are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking
statements include the information concerning possible or assumed future results of operations of the Company set forth under the
heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements
also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “estimate,” “consider” or similar expressions are used.



Forward-looking statements
are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder
values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance
on any forward-looking statements.



Corporate History



Premier Holding Corporation
(“Premier” or the “Company”) provides deregulated energy services to its clients including the sale of
lower cost power, fixed energy costs and energy efficient products that range from complete indoor and outdoor lighting arrays.
The Company anticipates adding additional services lines including proprietary lighting solutions to energy efficient motors and
chillers for HVAC and refrigeration in the future.



Premier was incorporated
in Nevada on October 18, 1971. Premier’s fiscal year end is December 31. Premier has never been in bankruptcy, receivership
or any similar proceeding, but has been the subject of a custodianship proceeding in the Nevada state courts.



Premier was originally
organized under the name of Mr. Nevada, Inc., and following the completion of a limited public offering in April 1972 commenced
limited operations which were discontinued in 1990. Thereafter, Premier 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 October 20, 1995, Premier changed its name to Intermark Development Corporation. On November 4, 1996, Premier
acquired all of the capital stock of HVM Development Limited ("HDL"), formerly known as OVM Development Limited, a British
Virgin Islands corporation, and changed its name to OVM International Holding Corporation.



Premier stopped filing
reports under the federal securities laws in November 2002. Premier lost its Nevada corporate charter in 2006 for failure to file
an Annual List of its officers and directors with the Secretary of the State of Nevada. On November 1, 2006, Premier’s corporate
charter was revoked by the Secretary of State of Nevada. Thereupon, the resident agent of Premier in Nevada resigned for non-payment
of fees.



On May 8, 2007, the Nevada
Court entered a default judgment, appointing Jeffrey Volpe as custodian of Premier under NRS 78.347(2). On May 9, 2007, Jeffrey
Volpe, as custodian of Premier, appointed himself as the sole officer and director of Premier, and Premier’s charter was
restored. On May 18, 2007, Dr. Jack Gregory was appointed as Chief Executive Officer and Director and Jasmine Gregory was appointed
as Secretary/Treasurer and Director of Premier. At that time, Jeffrey Volpe resigned as an officer and director. There are no relationships
between Dr. Gregory and Mr. Volpe, nor are there any relationships between Jasmine Gregory and Mr. Volpe.



On September 11, 2008,
Premier’s registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was revoked
pursuant to Section 12 (j) of the Exchange Act for failure to file periodic reports as required by Section 12(g) of the Exchange
Act and trading of Premier’s common stock on the pink sheets was suspended. Premier has re-registered its common stock under
the Exchange Act and, after successfully filing a Form 15c2-11, has once again obtained a quotation for its common stock. Premier
stock is now quoted on the OTC Bulletin Board with the symbol PRHL.



Our Businesses



In December 2011, Premier
acquired assets from WePower, LLC, a Delaware LLC and Green Central Holdings, Inc. a Nevada Corp.  Premier also formed WePower
Ecolutions, Inc. a Delaware corporation (“Ecolutions”), as a wholly-owned subsidiary, and began to offer clean energy
products and services to commercial markets and developers and management companies of large-scale residential developments.  Premier
appointed Kevin Donovan the Chief Executive Officer and a member of the Board of Directors of Ecolutions on February 22, 2012 to
establish the energy services business. On February 22, 2012 Mr. Donovan was appointed CEO and President.

1







In October 2012, Premier
divested itself of an underperforming business line which were acquired by a newly formed entity known as WePowerEco Corp, created
by the outgoing management team including Mr. Donovan. Premier’s incoming management team, led by its new Chief Executive
Officer Randall Letcavage, 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. The product line and prospects have been valued at $869,000.  In connection
with the sale of the product line and prospects, Premier agreed not to compete with WePower Eco Corp’s solar and wind products
for a period of two years following the sale. In addition, Premier agreed to the prior management team using the WePower name in
a newly formed company separate from Premier.



In 2012, Premier acquired
a unique 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 other existing options for efficiency are
few, expensive, and untested. Premier made available this technology to its subsidiary Ecolutions. Thereafter, Ecolutions
changed its name to Energy Efficient Experts (E 3). In the fourth quarter, Premier redesigned and reengineered its products
for mass production and expanding the product line. This redesign means that the product can go from
custom made to mass production and rapid installation. Also in the fourth quarter, Premier formed a strategic alliance with Muni-Fed
Energy, LLC, a California LLC, who has strong relationships with Municipalities, Ports, and real estate investment trusts in the
Southern California market and beyond. Premier also formalized its relationship with Orion Energy of Southern California, giving
Premier access to a large product offering in lighting and energy controls.



On February 28, 2013, Premier
acquired an 80% ownership interest in “The Power Company USA, LLC” (“TPC”), a deregulated power broker
in Illinois.  On the date of acquisition, TPC had tremendous number of clients.  A portion of these clients have large
commercial/industrial facilities such as warehouses and distribution center.



Lexington
Power & Light, LLC (“LP&L” or “the Company”) was incorporated under the laws of the State of New
York on July 8, 2010 as a Limited Liability Company. LP&L markets and sells 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 purchases electricity
and natural gas on a wholesale basis pursuant to a combined supply and credit facility agreement.



On October 22, 2014, Premier
entered a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power
& Light, LLC (“LP&L”) from its owners. Under the Agreement, Premier will 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 Agreement, Premier has a contingent funding obligation of $1,000,000
of which $500,000 will be used as working capital for LP&L. Under the Agreement, Premier has 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. Under the Agreement, Premier
will limit its board of directors to five persons, with the members of LP&L having the right to appoint one board member.



Our Industry



Premier bridges 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 Premier grows it expects 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. Premier and its affiliates operate as a deregulated power reseller an as an ESCO.



Marketing



Premier’s sales and
marketing strategy captures the unique opportunity of being in two closely related, but separate industries. Through The Power
Company, the company will reach approximately 50,000 consumers a year for deregulated power. A portion of these (the commercial/industrial
customers) will also be candidates for the Efficiency industry. The Power Company, as it becomes integrated with E 3
, will help E3 gain the ability to cross market its product line to their already existing client base of thousands of new commercial/industrial
prospects.  This provides an advantage over the competition by offering a complete clean energy solution package of a much
lower cost of power and, by the use of its energy efficiency products, the reduction of their consumption of energy.



In addition to these valuable
clients from TPC, the company’s strategy is to approach large and qualified prospects through a network of resellers and
alliance partners with pre-existing relationships and/or top-tier reputations in their respective markets (as well as direct sales
as described below), and to offer their clientele customized and comprehensive energy efficiency solutions tailored to meet their
economic, operational and efficiency goals.



Throughout the industry
the evaluation, proposal, sales, and implementation process for energy efficiency and renewable energy projects can typically take
from 12 to 24 months or longer, due to the prescriptive nature of a consultative sale. Sales to state and federal governmental
and housing authority customers tend to require the longest lead time. E 3 identifies
direct-sales opportunities through the pre-existing relationships of its team, as well as referrals, requests for proposals, conferences,
web searches, telemarketing and additional product/service sales to existing customers.

2







E 3
also supports its network of resellers with a wide range of energy efficiency products through its alliance with suppliers, as
well as its growing list of proprietary products. E 3 not only provides products
at a very competitive rate, but supports its resellers through training, marketing material, team sales visits, and a sales support
infrastructure that can reduce the typical sales cycle time.



Lead qualification has
been automated such that a prospect can be evaluated over the phone, reducing the expense of performing audits and surveys on unqualified
prospects. As the business develops we expect the audits will be performed by qualified sales engineers, typically LEED certified
(Leaders in Energy Efficiency Design, a program under the US Department of Energy’s Green Building Council) and/or certified
electricians, which results in a more comprehensive, professional, accurate and competitive proposal. The Company and its resellers
utilize trained and certified electricians and engineers to perform the installation, further increasing customer satisfaction.
Follow-up reports verify energy savings performance. The Company also has access to funding options which can meet the unique financial
requirement of the client, including no-money down, and immediately cash-flow-positive programs.



Employees



As of December 31, 2014,
Premier’s senior management consisted of three independent contractors along with additional contracted support staff and
independent resellers and consultants. Premier expects to hire additional personnel as its business expands.



Patents



Premier acquired all patents
owned by Active ES Lighting Controls; the three pertinent US patents are as follows:



| | Ÿ | U.S. Patent No. 5,528,110; Entitled Apparatus For Control Of Load Power Consumption; Issued June 18, 1996
| | - | ---------------------------------------------------------------------------------------------------------



| | Ÿ | U.S. Patent No. 5,508,589; Entitled Power Saving Voltage Reduction System For High Intensity Discharge Lighting Systems; Issued April 16, 1996
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | U.S. Patent No. 5,623,186; Entitled Power Saving Voltage Reduction System For High Intensity Discharge Lighting Systems; Issued April 22, 1997
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | U.S. Patent No. 7,084,587; Entitled Apparatus And Method For Control Of High Intensity Discharge Lighting; Issued August 1, 2006;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | U.S. Patent No. 7,825,614; Entitled Voltage Control Load Center, Modular Voltage Control Transformer Circuit, And Method Of Making And Using; Issued November 2, 2010; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | U.S. Patent No. 7,973,490; Entitled Hid Lighting Control With Transient Voltage Sensing And Lamp Restarting, And Method Of Making And Using; Issued July 5, 2011.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



International Patents



|Title                                                                                              | Country/Type | Filing Date | Status                          
|-------------------------------------------------------------------------------------------------- | ------------ | ----------- | --------------------------------
|Apparatus & Method For Control Of High Intensity Discharge Lighting                                | India        | 8/26/05     | Published                       
|(Same)                                                                                             | Canada       | 8/26/05     | Issued: 07/20/2010
No: 2,577,416
|(Same)                                                                                             | Israel       | 8/26/05     | Pending                         
|(Same)                                                                                             | Japan        | 8/26/05     | Pending                         
|(Same)                                                                                             | Mexico       | 8/26/05     | Issued: 11/18/2009
Pending      
|(Same)                                                                                             | Egypt        | 8/26/05     | Pending                         
|Voltage Control Load Center Modular Voltage Control Transformer Circuit & Method Of Making & Using | Egypt        | 9/21/08     | Pending                         
|(Same)                                                                                             | India        | 9/18/08     | Pending                         
|(Same)                                                                                             | Indonesia    | 3/20/07     | Pending                         
|(Same)                                                                                             | Japan        | 3/20/07     | Pending                         
|(Same)                                                                                             | Mexico       | 3/20/07     | Issued: 12/06/2010
No: 281748   
|(Same)                                                                                             | Malaysia     | 3/20/07     | Pending                         



These patents pertain to
the E-Series Lighting controls line of products.



3







Government Regulation



Various regulations affect
the conduct of Premier’s business. The applicable regulatory requirements differ in each state and between agencies of the
federal government.



Premier’s projects
must conform to all applicable electric reliability, building and safety, and environmental regulations and codes, which vary from
place to place and time to time. Various federal, state, provincial and local permits are required to construct an energy efficiency
project or renewable energy plant.



Some of the demand reduction
services that Premier provides for utilities and institutional clients are subject to regulatory tariffs imposed under federal
and state utility laws. In addition, the operation of, and electrical interconnection for, Premier’s renewable energy projects
are subject to federal, state or provincial interconnection and federal reliability standards also set forth in utility tariffs.
These tariffs specify rules, business practices and economic terms to which Premier is subject. The tariffs are drafted by the
utilities and approved by the utilities’ state, provincial or federal regulatory commissions.



Item 1A. RISK FACTORS



Premier is subject to various
risks which may materially harm its business, financial condition and results of operations. Any investor should carefully consider
the risks and uncertainties described below and the other information in this filing. If any of these risks or uncertainties actually
occurs, Premier’s business, financial condition or operating results could be materially harmed. In that case, the price
of Premier’s common stock could decline and investors could lose all or part of their investment.



Premier is a relatively young company
with limited operating history.



Because Premier is a relatively
young company, it is difficult to evaluate its business and prospects. Premier’s future operating results will depend on
many factors, including the ability to generate sustained and increased demand and acceptance of its products, the level of its
competition, and its ability to attract and maintain key management and employees. While management believes their estimates of
projected occurrences and events are within the timetable of Premier’s business plan, there can be no guarantees or assurances
that the results anticipated will occur.



If we are unable to attract and retain
key personnel, we may not be able to compete effectively in our market.



Our success will depend,
in part, on our ability to attract and retain key management, design experts, and sales and marketing personnel. Our inability
to retain employees and attract and retain sufficient additional employees, and design, drafting, and marketing support resources,
could have a material adverse effect on our business, financial condition, results of operations and cash flows. The loss of key
personnel could limit our ability to develop and market our products.



Premier Expects to incur net losses in
future quarters.



If Premier does not achieve
profitability, Premier’s business may not grow or operate. Premier may not achieve sufficient revenues or profitability in
any future period. Premier will need to generate revenues from the sales of its products or take steps to reduce operating costs
to achieve and maintain profitability. Even if Premier is able to generate revenues, Premier cannot be certain that it can sustain
or increase profitability on a quarterly or annual basis.



Premier will likely need to raise funds
to operate in accordance with its business plan.



Premier is a growing its
businesses and as a result it is likely that they will need additional cash to support that growth, both to support operating losses
as long as those continue, as well for the potential acquisition of other companies, or the purchase of certain assets from other
companies. At this time the Company cannot estimate either the amount of cash required or the form that it will attempt to raise
this cash.



Our independent registered public accounting
firm has expressed doubts about our ability to continue as a going concern.



The report of Premier’s
independent accountants on its December 31, 2014 financial statements included an explanatory paragraph indicating that there is
substantial doubt about Premier’s ability to continue as a going concern due to recurring losses and working capital shortages.
Premier’s ability to continue as a going concern will be determined by its ability to obtain funding and develop a profitable
operation. Premier’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.



4







Premier does not expect to pay dividends
for the foreseeable future.



For the foreseeable future,
it is anticipated that earnings, if any, that may be generated from Premier’s operations will be used to finance its operations
and cash dividends will not be paid to holders of Premier’s common stock. Premier expects to be subject to SEC regulations
and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley
Act of 2002, new SEC regulations and other trading market rules which are creating uncertainty for public companies.



Premier is committed to
maintaining high standards of corporate governance and public disclosure. As a result, Premier intends to invest appropriate resources
to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion
of management time and attention from revenue-generating activities to compliance activities.



Premier’s Common
Stock May Be Affected by Limited Trading Volume and May Fluctuate Significantly.



In the future, Premier’s
common stock is likely to experience significant price and volume fluctuations which could adversely affect the market price of
its common stock without regard to its operating performance. In addition, Premier believes that factors such as quarterly fluctuations
in its financial results and changes in the overall economy or the condition of the financial markets could cause the price of
its common stock to fluctuate substantially. Substantial fluctuations in Premier’s stock price could significantly reduce
the price of its common stock.



Premier has not had Adequate Financial
Controls in Place Which Could Adversely Effect the Financial Reporting.



Premier has not had adequate
financial controls in place in the past, which has resulted in errors in its financial statements. If this happens again, investors
may not be in possession of up to date and accurate financial information. Premier has hired an experienced financial consultant
to assist in production of all futures financial statements and public filings. Premier plans to further strengthen financial controls
by implementing an independent board of directors once Premier has resources to do so.



As required by Rule 13a-15
under the Exchange Act, Premier is required to carry out evaluations, under the supervision and with the participation of Premier’s
management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of Premier’s disclosure
controls and procedures every quarter.



In designing and evaluating
Premier’s disclosure controls and procedures, Premier recognizes that there are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding
of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance
of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, Premier’s
management is required to apply its reasonable judgment.



Item 2. PROPERTIES



Premier’s corporate
offices and warehouse are located at 1382 Valencia Avenue, Unit F, Tustin, California. Premier considers these facilities to be
adequate for its current needs. These offices consist of 2,000 square feet, we pay rent of $2,500 on a month to month basis.



For the operations of The
Power Company we rent 2,000 square feet of office space at 214 W. Ohio St, Chicago, IL for $4,000 per month. This lease expires
in July 2015.



For the operations of TPC
we rent 1,451 square feet of office space at 6600 York Rd, Baltimore, MD for $2,200 per month. The lease expires April 2017.



Item 3. LEGAL PROCEEDINGS



Whitaker Energy, LLC



In 2013, Whitaker Energy,
LLC (“WE”) filed a civil action the Superior Court of Dekalb County, State of Georgia, Case No. 13-CV8610-6, against
The Power Company, USA, LLC and Premier Holding Company alleging that TPC is in default under its obligations to WE under a promissory
note pursuant to which WE loaned TPC $150,000 in 2012 concurrent with WE’s purchase of a membership interest in TPC. Under
the terms of the loan between TPC and WE, TPC owes a monthly payment to WE, 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 WE dispute the number of contracts
entered into by TPC after certain adjustments and charge-backs from cancellation of contracts by consumers. Under the complaint,
WE 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. Also, WE seeks an order from the court for access to TPC’s books and records. TPC and
Premier Holding Corporation dispute the claim by WE that TPC is in default under the loan between TPE and WE. The parties to the
litigation have been negotiating a settlement of the litigation which would include a monthly payment by TPC to WE of $4,000 in
payment of the principal due and certain attorneys’ fees and costs incurred by WE. Under the terms of the settlement, WE
seeks to recover a total of $110,000.



5









Hi-Tech Specialists, Inc.



Prior to its acquisition
by The Power Company, Hi-Tech Specialists, Inc. 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 Specialists was to solicit service agreements on behalf of U.S.E.C. The suit
is on going and The Power Company is aggressively pursuing its claim against the parties named.



Item 4. MINE SAFETY DISCLOSURES



Not applicable.































































6







PART II



Item 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



Premier's common stock
is listed and quoted on the over-the-counter Bulletin Board and OTCQB under the symbol PRHL. The following quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



|Quarter Ending | High  | Low  
|-------------- | ----- | -----
|12/31/14       | $0.10 | $0.07
|9/30/14        | $0.11 | $0.07
|6/30/14        | $0.18 | $0.10
|3/31/14        | $0.19 | $0.14
|               |       |      
|12/31/13       | $0.24 | $0.16
|9/30/13        | $0.25 | $0.09
|6/30/13        | $0.12 | $0.06
|3/31/13        | $0.25 | $0.09



On April 13, 2015, the
closing sales price of our common stock as reported on the OTCQB was $0.06 per share.  As of December 31, 2014, there were
181,567,085 shares of common stock issued and outstanding which are held by approximately 1,271 holders of record.



Dividends



Premier’s Board of
Directors has not declared a cash dividend on its common stock during the last two fiscal years.



The broker or dealer who
has affected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a written statement
containing the identity and number of shares or units of each such security and the estimated market value of the security. The
imposition of these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect
transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to
the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for Premier's
stock.



Sales of Unregistered Securities



From October 1, 2014 to
December 31, 2014, the Company granted 5,093,115 shares of common stock to various consultants for services. A compensation expense
of $469,995 was recorded during the period ended December 31, 2014.



From October 1, 2014 to
December 31, 2014, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 11,654,360
shares of its common stock. The sales closed and cash of $616,931 was received. There was no underwriter, no underwriting discounts
or commissions, no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on
the certificates. The persons who received securities have such knowledge in business and financial matters that he/she/it is capable
of evaluating the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of
1933, based upon Section 4(2) for transactions by the issuer not involving any public offering.



Item 6. SELECTED FINANCIAL DATA



The registrant is a smaller
reporting company, pursuant to Rule 229.10(f)(1), and is not required to report this information. The financial statements of
Premier are attached.





7







Item 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This discussion summarizes
the significant factors affecting our consolidated operating results, consolidated financial condition, liquidity and cash flows
for the periods ended December 31, 2014 and 2013. The discussion and analysis that follows should be read together with the consolidated
financial statements and the notes to the consolidated financial statements included elsewhere in this report. Management’s
Discussion and Analysis of Financial Condition and Results Of Operations is provided as a supplement to the accompanying consolidated
financial statements and footnotes to help provide an understanding of our financial condition, the changes in our financial condition
and our results of operations. Except for historical information, the matters discussed in this Management’s Discussion and
Analysis of Consolidated Financial Condition and Results of Consolidated Operations are forward looking statements that involve
risks and uncertainties and are based upon judgments concerning various factors that are beyond our control. Our actual results
could differ materially from the results anticipated in any forward-looking statements as a result of a variety of factors, including
those discussed in Section 1A above – “Risk Factors.”



Overview



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



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



In 2012, Premier 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 current options for efficiency
are new and untested, and expensive. This technology is being marketed by E3.



In the fourth quarter of
2012, Premier 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. Also in the fourth quarter, Premier formed a strategic alliance with
Muni-Fed Energy who has strong relationships with municipalities, ports, and real estate investment trusts in the southern California
and national market.



In the first quarter of
2013, Premier acquired an 80% stake in The Power Company, a deregulated power broker in Illinois.  By the end of that quarter,
The Power Company had over 12,000 clients, and has been adding between 1,000 and 3,000 clients per month and expects to continue
to do so for the foreseeable future.  Over 1,500 of these clients have large commercial/industrial facilities such as warehouses
and distribution centers, which are candidates for E3.



The Power Company's business
model is to acquire commercial and residential clients who benefit from the law passed allowing for competition in the energy markets,
known as the deregulation of energy. In many cases TPC saves its clients 10-30% on their energy bills by simply switching suppliers,
all while the enrollee remains a client of their local utility (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 client's business. Currently, TPC has access to over 30 different suppliers and most of the agreements
in place allow for TPC to be paid for the life of the client’s tenure with the supplier. TPC is garnering its clients through
strategic partnerships, trained in-house commercial and door-to-door residential agents, and call centers. TPC recently launched
its online client portal dubbed NEST (National Energy Service Transactor). This sophisticated portal enables rapid, efficient and
secure sales transactions of deregulated power. NEST 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 NEST 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.



On October 22, 2014, Premier
entered a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power
& Light, LLC (“LP&L”) from its owners. Under the Agreement, Premier will 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 Agreement, Premier has a contingent funding obligation of $1,000,000
of which $500,000 will be used as working capital for LP&L. Under the Agreement, Premier has 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. Under the Agreement, Premier
will limit its board of directors to five persons, with the members of LP&L having the right to appoint one board member. Also,
there is earn out payments to the members of Lexington that the Company achieving an EBITDA of at least $2,500,000 for the most
recent completed 12 fiscal months from the preceding year, the Company shall be entitled $500,000 cash and 2,500,000 shares of
restricted common stock. In addition, in the event the purchaser or any subsidiary thereof does not direct customer referral resulting
in gross revenues for the Company of at least $50,000,000 on an annual basis during the earn out period, the members shall be entitled
to $500,000 and 2,500,000 shares of restricted common stock.

8







Lexington Power & Light,
LLC (“LP&L” or “the Company”) was incorporated under the laws of the State of New York on July 8, 2010
as a Limited Liability Company. LP&L markets and sells 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 purchases electricity and natural gas on a
wholesale basis pursuant to a combined supply and credit facility agreement.



Premier strives to
serve its’ customers with diverse products and solutions to meet their energy needs. In executing this strategy, Premier
leverages its core strengths of maintaining and growing strong and diverse supply relationships with retail and wholesale customers,
and integrating its’ expertise in managing physical and financial risks.



2014 Activities



TPC launched its online
energy portal NEST on schedule. NEST 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. To date E3 and its growing reseller base have prospected over
1,500 qualified potential installations and is developing strategic partners including Energy Auditors, suppliers, installers,
sales organizations and funding sources. These suppliers exponentially increased the number of the product offerings mostly in
the LED and other lighting field. The installers not only bring a technical expertise in the implementation of solutions E3 provides
its customers but they also bring their list of client’s and an introduction, and the various funding sources can provide
every sort of financing to meet any client’s needs from short-term loans, leases to PACE funding.



E3 is finding success in
recruiting LED resellers whose clients have declined an LED sale (mostly on a performance, price, or personal preference basis)
and going back to those clients and offering the E-Series technology as a solution for their existing (and preferred) HID lighting.
This includes auto dealerships, warehouses, and parking structures, etc.



The energy services business
has contributed very small amount of revenues to our overall financial performance as of December 31, 2014, as the sales cycles
for these large projects can be very long, though Premier has seen closed sales with a municipality and very large proposals to
large prospects such as ports, municipalities, big box stores, and fortune 500 companies.



Strategy and Outlook



| | Ÿ | Expanding activities in deregulated energy markets through strategic partners. Premier through TPC continues to focus on building sales channels through strategic partners that either have, or have access to significant customers to which Premier can offer competitive electricity rates.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | Creating and leveraging sales leads from TPC’s deregulated sales efforts to drive sales opportunities for the demand management business . As TPC continues to build its commercial and business customer base, it informs these customers that in addition to financial savings that they can achieve through the negotiation of more competitive electricity rates, E3 can also provide energy savings through the installation of lighting, and other building envelope technologies.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | Focusing on building channel sales partners for E3 . Premier has established strategic partners in key growth markets that advocate and introduce our lighting and related demand management technologies to TPC customer base. Premier intends to continue to build and develop these channel partnerships both domestically and internationally.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | Achieved plan to become a power provider/supplier. By adding a third subsidiary, a power provider, the company can book the entire energy bill as revenue as opposed to only the commission. This revenue is estimated to provide two to three times the earnings on the same customer currently being acquired by TPC, by picking up the margin between the wholesale and retail price.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | One-Stop shop for “everything energy.”   Premier believes that it can best serve our customers by providing all energy related products and services under one cohesive and coordinated package, with over 30 energy supplier partnerships, and plans to operate also as a supplier, and with E3 representing an expanding array of products, some proprietary, which enables us to providing the most appropriate and effective solution to meet our customers’ needs and financial objectives.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Ÿ | Provide funding sources to enable our clients to adopt new technology .  Premier believes it can offer a wide range of funding options which will allow its’ clients to structure the finances to best suit their needs. From 100% no money down, to straight purchases, E3 is putting together a number of strategic financial partners and programs to facilitate a quick sale. In addition the company has resources to maximize tax credits and incentives for Premier’s clients.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







Known Trends and Uncertainties Affecting Our Business



Market Volatility
.. Management believes that the market for energy efficiency will continue to grow, and Premier will increase penetration in this
market, and that revenue will continue to increase over time. Continued fiscal uncertainty has and may continue to contribute to
a lengthening of our sales cycle for both municipal and commercial customers.



Long and Variable Selling
Cycle for E 3 Business . The sales, design and implementation process
for energy efficiency projects can take from several months to 36 months. Existing and potential customers generally follow extended
budgeting and procurement processes, and sometimes must engage in regulatory approval processes. This extended sales process requires
the dedication of significant time by sales and management personnel and the use of significant financial resources, with no certainty
of success or recovery of related expenses. All of these factors can contribute to fluctuations in quarterly financial performance
and increase the likelihood that operating results in any particular quarter may fall below investor expectations.



Revenue





Revenue for the year ended
December 31, 2014 was $4,828,118 compared to $1,804,980 for the year ended December 31, 2013. The increase was due to the acquisition
of Lexington in 2014.



Cost of Goods Sold



Cost of goods sold for
the year ended December 31, 2014 was $1,458,079 compared to $39,214 for the year ended December 31, 2013. The increase was due
to the acquisition of Lexington in 2014.



Selling, general and administrative expenses



Selling, general and administrative
expenses for the year ended December 31, 2014 were $8,074,299, compared to $6,955,779 for the year ended December 31, 2013. The
increase in expenses during 2014 was mainly due to an increase of expenses of $3,708,790 related to the operations of The Power
Company, and professional fees of $2,542,727.



Net Loss





For the year ended
December 31, 2014, Premier had a net loss of $8,179,755 as compared to a net loss of $4,004,957 for the year ended December 31,
2013. Premier’s accumulated deficit as of December 31, 2014 was $21,326,640. These conditions raise substantial doubt about
Premier’s ability to continue as a going concern over the next twelve months.



Liquidity and Capital
Resources



During
the year ended December 31, 2014, cash flow from operations were not sufficient to meet operating commitments. Cash flow from operations
are expected to be insufficient to meet operating commitments throughout the remainder of the fiscal year ending December 31, 2015.



As
of December 31, 2014, working capital deficit was $2,493,717 and cash was $696,789 while at December 31, 2013 working capital was
$682,793 and cash was $781,569. Working capital is not expected to increase through revenues generated by Premier’s subsidiaries
during the balance of this year.



Net
cash used in or provided by operating, investing and financing activities for the years ended December 31, 2014 and 2013 were as
follows:



|                                                 |  | Year Ended December 31, |           
|------------------------------------------------ |  | ----------------------- | ----------
|                                                 |  | 2014                    |           
|Net cash (used) in operating activities          |  | $                       | (4,090,138
|Net cash provided (used) in investing activities |  | $                       | 983,420   
|Net cash provided by financing activities        |  | $                       | 3,021,938 



The changes in net cash
used in operating activities are attributable to net income adjusted for non-cash charges as presented in the statements of cash
flows and changes in working capital as discussed above. Net cash provided by financing activities relates primarily to cash received
from sales of common stock.



10







Going Concern



The
Company has sustained net losses of $21,326,640 since inception additional funding may be required to sustain operations and satisfy
contractual obligations for planned operations. The ability to establish the Company as a going concern may be dependent upon
obtaining additional funding in order to finance planned operations.



Off-Balance
Sheet Arrangements



We have no off-balance sheet financing arrangements.





Critical Accounting Policies and Estimates



Principles of Consolidation



The consolidated balance
sheets include the accounts of the Company and its subsidiaries. The consolidated statements of operations include the Company’s
accounts and the accounts of its subsidiaries from the date of acquisition. All intercompany transactions and balances have been
eliminated in consolidation.



Use of Estimates



In preparing these consolidated
financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial
statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those
estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived
assets, estimates of sales returns, inventory reserves and accruals for potential liabilities, and valuation assumptions related
to equity instruments and share based compensation.



Revenue



Revenue is recognized on
the sale of a product when the product is shipped, which is when the risk of loss transfers to our customers, and collection of
the sale is reasonably assured. A product is not shipped without an order from the customer and the completion of credit acceptance
procedures. The majority of our sales are cash or credit card; however, we occasionally extend terms to our customers. Accounts
receivable are reviewed periodically for collectability. As of December 31, 2014 and 2013, we did not maintain a reserve for bad
debt, which are minimal based upon our historical experience.



Sales Returns



We allow customers to return
defective products when they meet certain established criteria as outlined in our sales terms and conditions. It is our practice
to regularly review and revise, when deemed necessary, our estimates of sales returns, which are based primarily on actual historical
return rates. We record estimated sales returns as reductions to sales, and accounts receivable. Returned products which are recorded
as inventory are valued based upon the amount we expect to realize upon its subsequent disposition. As of December 31, 2014 and
2013, there was no reserve for sales returns, which are minimal based upon our historical experience.



Stock Based Compensation



We periodically issue stock
options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We
account for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB)
ASC Topic 718, “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date
of grant and is amortized ratably over the vesting period. We account for stock option and warrant grants issued and vesting to
non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon
the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which
the necessary performance to earn the equity instruments is complete.



11









Goodwill



The Company
periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine
whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events
occur, for impairment using fair value measurement techniques. These events could include a significant change in the
business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant
portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The
first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a
reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow
methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various
judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about
future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are
based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds
its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is
unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill
impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment
test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. 
If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment
loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as
the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to
all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had
been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the
reporting unit. The Company determined that there was an indicators of impairment in goodwill for TPC during the year ended
December 31, 2014 and impaired the goodwill by $500,000 in TPC because of continuous negative cash flow and losses. The
Company used the present value technique for the impairment testing. In addition, the Company determined that there was an
indicators of impairment in goodwill for LP&L during the year ended December 31, 2014 and fully impaired the goodwill in
LP&L because the lack of funding from the parent Company to support LP&L projections, continuous negative cash flow
and losses, and the default in the acquisition note payable installment payment by Premier Holding Corporation in the first
quarter of 2015. The Company used the present value technique for the impairment testing.



Long-lived
Assets



The Company assesses
long-lived assets, including intangible assets, for impairment in accordance with the provisions of FASB ASC 360 “Property,
Plant and Equipment”. A long-lived asset (or group of assets) shall be tested for recoverability whenever events or changes
in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of a long lived asset is not recoverable
if it exceeds the sum of the undiscounted net cash flows expected to result from the use and eventual disposition of the asset.
The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated
fair value. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities for which identifiable
cash flows are largely independent of the cash flows of other assets and liabilities. The Company follows ASC Topic 350 in accounting
for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were impairment losses
recorded on intangible assets of $144,210 and $0 for the years ended December 31, 2014 and 2013. The impairment losses in 2014
is due to lack of expected cash flows.



Recently Issued Accounting Standards
Adopted



In February 2013, the FASB
issued ASU No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for
Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance
for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which
the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed
within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the
reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity
expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount
of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively
for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this update did not
have a material impact on the Company’s consolidated financial statements.



In April 2013, the FASB
issued ASU No. 2013-07, “Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective
of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for
the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments
in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods
beginning after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact
on the Company’s consolidated financial statements.





12











Not Yet Adopted



In May 2014, the FASB issued
Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes nearly
all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised
goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled
for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment
and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is
effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition
methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option
to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09
recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company
is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not
yet determined the method by which it will adopt the standard beginning January 1, 2017.



In August, 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going
Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the
date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue
as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures
are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual
periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing
standards and federal securities law, but are now included within U.S. GAAP. The Company is evaluating the effect, if any, the
adoption of ASU 2013-02 will have on its consolidated financial statements and related disclosures.



Other recent accounting
pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed
by management to have a material impact on our present or future consolidated financial statements.



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Not applicable.



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA









13















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the Board of Directors and Stockholders

Premier Holding Corporation and Subsidiaries



We have audited the consolidated balance sheets
of Premier Holding Corporation and subsidiaries (the “Company”) as of December 31, 2014 and 2013 and the related consolidated
statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits include examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2014 and 2013 and the results of their consolidated operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States.



As discussed in Note 13 to the consolidated
financial statements, during the years ended December 31, 2014, and 2013, the Company made payments to related parties controlled
by an officer and management of the Company.



The consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As shown in Note 3 to the consolidated financial
statements, the Company has incurred an accumulated deficit of $21,326,640 and $13,146,885 as of December 31, 2014 and 2013, respectively.
This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard
to this matter are described in Note 3. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.









/s/Anton & Chia, LLP

April 15, 2015

Newport Beach, CA









F-1







PREMIER HOLDING CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets







|                                                                                                                                                                     |  | December 31, |             |   | December 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ------------ | -
|Assets                                                                                                                                                               |  | 2014         |             |   | 2013         |  
|Current Assets                                                                                                                                                       |  |              |             |   |              |  
|Cash                                                                                                                                                                 |  | $            | 696,789     |   |              | $
|Accounts receivable                                                                                                                                                  |  |              | 1,109,715   |   |              |  
|Prepaid expenses                                                                                                                                                     |  |              | 21,623      |   |              |  
|Inventory                                                                                                                                                            |  |              | 42,319      |   |              |  
|Collateral postings                                                                                                                                                  |  |              | 286,997     |   |              |  
|Accrued revenue                                                                                                                                                      |  |              | 479,406     |   |              |  
|Total Current Assets                                                                                                                                                 |  |              | 2,636,849   |   |              |  
|Other Assets                                                                                                                                                         |  |              |             |   |              |  
|Notes receivable                                                                                                                                                     |  |              | –           |   |              |  
|Equipment, net                                                                                                                                                       |  |              | 55,557      |   |              |  
|Goodwill                                                                                                                                                             |  |              | 4,000,000   |   |              |  
|Intangible assets, net                                                                                                                                               |  |              | –           |   |              |  
|Collateral deposit                                                                                                                                                   |  |              | 200,000     |   |              |  
|Total Assets                                                                                                                                                         |  | $            | 6,892,406   |   |              | $
|                                                                                                                                                                     |  |              |             |   |              |  
|Liabilities and Stockholders’ Equity (Deficit)                                                                                                                       |  |              |             |   |              |  
|Current Liabilities:                                                                                                                                                 |  |              |             |   |              |  
|Accounts payable and accrued liabilities                                                                                                                             |  | $            | 1,947,573   |   |              | $
|Related party payable                                                                                                                                                |  |              | 202,233     |   |              |  
|Convertible note, net                                                                                                                                                |  |              | 909,500     |   |              |  
|Note payable-related parties                                                                                                                                         |  |              | 141,860     |   |              |  
|Contingent liability – LP&L acquisition                                                                                                                              |  |              | 692,500     |   |              |  
|Notes payable                                                                                                                                                        |  |              | 1,236,900   |   |              |  
|Total Current Liabilities                                                                                                                                            |  |              | 5,130,566   |   |              |  
|Long-Term Liabilities:                                                                                                                                               |  |              |             |   |              |  
|Long-term debt                                                                                                                                                       |  |              | 200,000     |   |              |  
|Total Liabilities                                                                                                                                                    |  |              | 5,330,566   |   |              |  
|                                                                                                                                                                     |  |              |             |   |              |  
|Commitments and Contingencies                                                                                                                                        |  |              |             |   |              |  
|Lawsuit liability                                                                                                                                                    |  |              | 74,000      |   |              |  
|                                                                                                                                                                     |  |              |             |   |              |  
|Stockholders’ Equity (Deficit):                                                                                                                                      |  |              |             |   |              |  
|Preferred Stock, 50,000,000 shares authorized, par value $.0001, 200,000, and null shares issued or outstanding at December 31, 2014 and 2013, respectively          |  |              | 20          |   |              |  
|Common Stock, 450,000,000 shares authorized, par value $.0001, 181,567,085 and 151,003,328 shares issued and outstanding at December 31, 2014 and 2013, respectively |  |              | 18,157      |   |              |  
|Common stock to be issued                                                                                                                                            |  |              | 289,060     |   |              |  
|Stock subscription Payable                                                                                                                                           |  |              | (10,495     | ) |              |  
|Treasury stock                                                                                                                                                       |  |              | (869,000    | ) |              |  
|Additional paid in capital                                                                                                                                           |  |              | 23,886,440  |   |              |  
|Accumulated deficit                                                                                                                                                  |  |              | (21,326,640 | ) |              |  
|Total Premier Holding Corporation stockholders’ equity (deficit)                                                                                                     |  |              | 1,987,542   |   |              |  
|Non-controlling interest                                                                                                                                             |  |              | (499,702    | ) |              |  
|Total Stockholders’ Equity (Deficit)                                                                                                                                 |  |              | 1,487,840   |   |              |  
|Total Liabilities and Stockholders’ Equity (Deficit)                                                                                                                 |  | $            | 6,892,406   |   |              | $







See accompanying notes to consolidated financial
statements.



F-2







PREMIER HOLDING CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For the years ended December 31, 2014 and 2013







|                                                                                                |  | For the Year Ended |            
|----------------------------------------------------------------------------------------------- |  | ------------------ | -----------
|                                                                                                |  | December 31,       |            
|                                                                                                |  | 2014               |            
|Revenue                                                                                         |  |                    |            
|TPC commission revenue                                                                          |  | $                  | 3,251,166  
|LP&L revenue                                                                                    |  |                    | 1,566,857  
|Product revenue                                                                                 |  |                    | 10,095     
|Total Revenue                                                                                   |  |                    | 4,828,118  
|                                                                                                |  |                    |            
|Cost of Sales                                                                                   |  |                    | 1,458,079  
|                                                                                                |  |                    |            
|Gross Profit                                                                                    |  |                    | 3,370,039  
|                                                                                                |  |                    |            
|Operating expenses:                                                                             |  |                    |            
|Selling, general and administrative                                                             |  |                    | 8,074,299  
|Impairment loss - goodwill                                                                      |  |                    | 3,414,901  
|Impairment loss - intangibles                                                                   |  |                    | 144,210    
|Loss on settlement of lawsuit                                                                   |  |                    | 110,000    
|Total operating expenses                                                                        |  |                    | 11,743,410 
|Loss from operations                                                                            |  |                    | (8,373,371 
|                                                                                                |  |                    |            
|Other expenses:                                                                                 |  |                    |            
|Change in fair value of contingent liability - LP&L acquisition                                 |  |                    | 57,500     
|Interest expense                                                                                |  |                    | (32,614    
|Total non-operating income                                                                      |  |                    | 24,886     
|                                                                                                |  |                    |            
|Loss from operations before income taxes, non-controlling interest, and discontinued operations |  |                    | (8,348,485 
|                                                                                                |  |                    |            
|Income taxes                                                                                    |  |                    | –          
|                                                                                                |  |                    |            
|Loss before non-controlling interest and discontinued operations                                |  |                    | (8,348,485 
|                                                                                                |  |                    |            
|Income from discontinued operations                                                             |  |                    | –          
|                                                                                                |  |                    |            
|Net Loss                                                                                        |  | $                  | (8,348,485 
|                                                                                                |  |                    |            
|Net Loss attributable to non-controlling interest                                               |  | $                  | 168,730    
|                                                                                                |  |                    |            
|Net loss attributable to Premier Holding Corporation                                            |  | $                  | (8,179,755 
|                                                                                                |  |                    |            
|Net Loss Attributable to Premier Holding Corporation per share - basic and diluted              |  |                    |            
|Loss attributable to continuing operations                                                      |  | $                  | (7,679,755 
|Net loss per common share — basic and diluted                                                   |  | $                  | (0.05      
|                                                                                                |  |                    |            
|Net Loss Attributable to Premier Holding Corporation per share - basic and diluted              |  |                    |            
|Net income from discontinued operations                                                         |  |                    | –          
|Net income (Loss) per common share from discontinued operations — basic and diluted             |  | $                  | –          
|                                                                                                |  |                    |            
|Weighted average common shares – basic and diluted                                              |  |                    | 156,600,307





See accompanying notes to consolidated financial
statements.





F-3







PREMIER HOLDING CORPORATION AND SUBSIDIARIES

Consolidated Statements
of Cash Flows

For the years ended December 31, 2014 and 2013







|                                                                     |  | 2014 |            |   | 2013 |  
|-------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Operating Activities:                                                |  |      |            |   |      |  
|Net loss                                                             |  | $    | (8,348,485 | ) |      | $
|Adjustments to reconcile net loss to cash used in operations:        |  |      |            |   |      |  
|Share based payments issued for services                             |  |      | 877,738    |   |      |  
|Impairment loss - goodwill                                           |  |      | 3,414,901  |   |      |  
|Impairment loss - intangibles                                        |  |      | 144,210    |   |      |  
|Change in fair value of contingent liability                         |  |      | (57,500    | ) |      |  
|Warrant and option issued for service                                |  |      | 540,092    |   |      |  
|Amortization and depreciation expense                                |  |      | 58,670     |   |      |  
|Loss in extinguishment of debt                                       |  |      | 110,000    |   |      |  
|Change in operating assets and liabilities:                          |  |      |            |   |      |  
|Accounts receivable                                                  |  |      | (286,920   | ) |      |  
|Prepaid expenses                                                     |  |      | (8,490     | ) |      |  
|Accounts payable and accrued liabilities                             |  |      | (445,351   | ) |      |  
|Inventory                                                            |  |      | 12,701     |   |      |  
|Collateral deposit and postings                                      |  |      | (101,704   | ) |      |  
|Net cash provided by discontinued operations                         |  |      | –          |   |      |  
|Net cash used in operating activities                                |  |      | (4,090,138 | ) |      |  
|                                                                     |  |      |            |   |      |  
|Investing activities:                                                |  |      |            |   |      |  
|Purchase of Equipment                                                |  |      | (2,378     | ) |      |  
|Cash acquired in acquisition of LP&L                                 |  |      | 985,798    |   |      |  
|Net cash provided by (used in) investing activities                  |  |      | 983,420    |   |      |  
|                                                                     |  |      |            |   |      |  
|Financing activities:                                                |  |      |            |   |      |  
|Advance from related party payable                                   |  |      | 116,095    |   |      |  
|Payment to note payable - related party                              |  |      | (10,519    | ) |      |  
|Proceeds from issuance of preferred stock                            |  |      | 200,000    |   |      |  
|Proceeds from common stock payable                                   |  |      | 559,568    |   |      |  
|Proceeds from issuance of common stock                               |  |      | 1,601,283  |   |      |  
|Proceeds from convertible notes payable                              |  |      | 909,500    |   |      |  
|Payment for notes payable in the acquisition of Lexington            |  |      | (62,500    | ) |      |  
|Payment for notes payable                                            |  |      | (255,489   | ) |      |  
|Payment of lawsuit liability                                         |  |      | (36,000    | ) |      |  
|Proceeds from notes payable                                          |  |      | –          |   |      |  
|Net cash provided by financing activities                            |  |      | 3,021,938  |   |      |  
|                                                                     |  |      |            |   |      |  
|Net increase (decrease) in cash                                      |  |      | (84,780    | ) |      |  
|                                                                     |  |      |            |   |      |  
|Cash at beginning of period                                          |  |      | 781,569    |   |      |  
|Cash at end of period                                                |  | $    | 696,789    |   |      | $
|                                                                     |  |      |            |   |      |  
|Supplemental Schedule of Non-cash investing and Financing Activities |  |      |            |   |      |  
|Common stock issued for acquired LP&L and TPC, respectively          |  | $    | 750,000    |   |      | $
|Note receivable related to sale of subsidiary                        |  | $    | –          |   |      | $
|Supplemental Cash flow Information                                   |  |      |            |   |      |  
|Interest Paid                                                        |  | $    | –          |   |      | $
|Income taxes paid                                                    |  | $    | –          |   |      | $





See accompanying notes to consolidated financial
statements.



F-4









PREMIER HOLDING CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholder's
Equity (Deficit)









|                                                    |                 |         |              |   | Additional |  | Common |             | Common Stock |   | Non-Controlling |   |          |            |             |   |          |  
|--------------------------------------------------- | --------------- | ------- | ------------ | - | ---------- |  | ------ | ----------- | ------------ | - | --------------- | - | -------- | ---------- | ----------- | - | -------- | -
|                                                    | Preferred Stock |         | Common Stock |   | Paid-in    |  | Stock  |             | Subscription |   | Interest in     |   | Treasury |            | Accumulated |   |          |  
|                                                    | Shares          |         | Amount       |   | Shares     |  | Amount |             | Capital      |   | Payable         |   | Payable  |            | Subsidiary  |   | Stock    |  
|Balance, December 31, 2012                          |                 | –       |              |   | –          |  | $      | 55,794,549  |              | $ | 5,580           |   | $        | 9,167,625  |             | $ | 210,000  |  
|Common Stock issued for- services                   |                 | –       |              |   | –          |  |        | 10,639,362  |              |   | 1,064           |   |          | 2,034,369  |             |   | –        |  
|Common Stock Options & Warrants issued for services |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | 37,682     |             |   | –        |  
|Common Stock issued for cash                        |                 | –       |              |   | –          |  |        | 45,337,731  |              |   | 4,534           |   |          | 3,107,205  |             |   | –        |  
|Common Stock issued for cash with warrants          |                 | –       |              |   | –          |  |        | 8,356,686   |              |   | 836             |   |          | 585,606    |             |   | –        |  
|Minority Interest in Subsidiary                     |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | –          |             |   | –        |  
|Stock issued to Active ES                           |                 | –       |              |   | –          |  |        | 875,000     |              |   | 88              |   |          | 209,912    |             |   | (210,000 | )
|Shares for TPC                                      |                 | –       |              |   | –          |  |        | 30,000,000  |              |   | 3,000           |   |          | 4,497,000  |             |   | –        |  
|Net Loss                                            |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | –          |             |   | –        |  
|Balance December 31, 2013                           |                 | –       |              |   | –          |  |        | 151,003,328 |              |   | 15,101          |   |          | 19,639,399 |             |   | –        |  
|Common stock issued for cash                        |                 | –       |              |   | –          |  |        | 25,947,060  |              |   | 2,595           |   |          | 1,878,861  |             |   | (269,677 | )
|Common stock issued for services                    |                 | –       |              |   | –          |  |        | 7,616,697   |              |   | 761             |   |          | 877,808    |             |   | (831     | )
|Options and warrants issued for services            |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | 540,092    |             |   | –        |  
|Cancellation of common stock                        |                 | –       |              |   | –          |  |        | (3,000,000  | )            |   | (300            | ) |          | 300        |             |   | –        |  
|Common Stock for acquisition                        |                 | –       |              |   | –          |  |        | 7,500,000   |              |   | 750             |   |          | 749,250    |             |   | –        |  
|Preferred stock issued for cash                     |                 | 200,000 |              |   | 20         |  |        | –           |              |   | –               |   |          | 199,980    |             |   | –        |  
|Common Stock to be- issued                          |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | –          |             |   | 559,568  |  
|Loss in Minority Interest in Subsidiary             |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | –          |             |   | –        |  
|Treasury Stock                                      |                 | –       |              |   | –          |  |        | (7,500,000  | )            |   | (750            | ) |          | 750        |             |   | –        |  
|Net Loss                                            |                 | –       |              |   | –          |  |        | –           |              |   | –               |   |          | –          |             |   | –        |  
|Balance December 31, 2014                           | $               | 200,000 |              | $ | 20         |  | $      | 181,567,085 |              | $ | 18,157          |   | $        | 23,886,440 |             | $ | 289,060  |  





See accompanying notes to consolidated financial
statements.



F-5







PREMIER HOLDING CORPORATION AND SUBSIDIARIES



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – DESCRIPTION OF BUSINESS



Premier Holding Corporation (“Premier”)
is in the business of establishing energy services companies. Premier was organized under the laws of the State of Nevada on October
18, 1971 under the name of Mr. Nevada, Inc. On November 13, 2008, Premier filed a Certificate of Amendment to Articles of Incorporation
with the State of Nevada Secretary of State to change its name from OVM International Holding Corporation to Premier Holding Corporation.
These businesses, which were started during 2012, are primarily focused on providing small and large-scale commercial companies
with energy solutions to reduce the costs of utilities through consultations as well as product sales and to complete those installations.
Additionally providing deregulated power to residential customers in selected states. Premier is organized with a holding company
structure such that Premier provides financial and management expertise, which includes access to capital, financing, legal, insurance,
mergers, acquisitions, joint ventures and management strategies.



Premier’s wholly owned subsidiary Energy
Efficiency Experts (“E3”) is a U.S. energy service company based in the Chicago area of Illinois offering energy efficiency
products and services to commercial middle market companies, Fortune 500 brands, developers and management companies of large scale
residential developments as well as the general public so long as the product and the solutions fit the market segment. E3’s
business is focused as an integrator of clean technology solutions in the U.S., with strategic expansion plans in Latin America,
Asia and Europe. E3’s core business expects to deliver green solutions, branded specifically as E3, which include best-of-class
alternative energy technology portfolio, and energy reduction technologies in smart lighting controls, LED lighting, energy and
power control management systems, and other clean technologies specific to its market.



On February 28, 2013, Premier acquired an 80%
interest in The Power Company USA, LLC (“TPC”) for 30,000,000 shares of Premier’s common stock valued at $4,500,000.
TPC is a deregulated power broker which was originally formed as an Illinois limited liability company on November 29, 2010. TPC
brokers power to both residential and commercial users in 12 states that allow the distribution of deregulated power.



Lexington
Power & Light, LLC (“LP&L” or “the Company”) was incorporated under the laws of the State of New
York on July 8, 2010 as a Limited Liability Company. LP&L markets and sells 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 purchases electricity
and natural gas on a wholesale basis pursuant to a combined supply and credit facility agreement.



On October 22, 2014, Premier entered a Membership
Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power & Light, LLC (“LP&L”)
from its owners. Under the Agreement, Premier will 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 Agreement, Premier has a contingent funding obligation of $1,000,000 of which $500,000 will be used as working
capital for LP&L. Under the Agreement, Premier has 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. Under the Agreement, Premier will limit its board of directors to
five persons, with the members of LP&L having the right to appoint one board member.



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of Presentation



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



Principles of Consolidation



The audited consolidated financial statements
include the accounts of Premier Holding Corporation, LP&L, E3 and TPC as of and for the year ended December 31, 2014. All
significant intercompany transactions have been eliminated in consolidation.





F-6







Use of Estimates



The
preparation of the consolidated financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



Significant estimates made in connection with the accompanying
consolidated financial statements include the estimate of doubtful accounts receivable, valuation in stock-based compensation,
fair values in connection with the analysis of goodwill and long-lived assets for impairment, valuation allowances against net
deferred tax assets and estimated useful lives for intangible assets and property and equipment.



Cash and Cash Equivalents



Cash and cash equivalents include short-term
cash investments that have an initial maturity of 90 days or less. The Company had no cash equivalents as of and December 31, 2014
and 2013.



As required by the Loan Energy Services Agreement
(“LESA”) for LP&L, all utility payments from customer collections have been assigned by the Company and are deposited
into a bank account controlled by the lender. Disbursements from the controlled account are subject to specific priority (“waterfall”)
provisions and has to be approved by the lender. As of December 31, 2014, the total balance for this bank account is $23,698.





Revenue Recognition
and Cost of Sales



The Company offers deregulated power and energy
efficiency products and services to commercial middle market companies, as well as residential customers. In accordance with the
requirements of ASC 605-10-S99 the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts);
(2) collectability is reasonably assured (based upon its credit policy). When consultations are provided to customers, the revenue
is recognized at the completion of the service when collectability is reasonably assured.



Energy Efficiency Experts, Inc., offers deregulated
power and energy efficiency products and services to commercial middle market companies, as well as residential customers. In accordance
with the requirements of ASC 605-10-S99 the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts);
(2) delivery has occurred; (3) collectability is reasonably assured (based upon its credit policy). When consultations are provided
to customers, the revenue is recognized at the completion of the service when collectability is reasonably assured. For products
sold to customers revenue is recognized when title has passed to the customer and collectability is reasonably assured; and no
further efforts are required.



The Power Company USA, LLC. offers deregulated
power and energy efficiency products and services to commercial middle market companies, as well as residential customers. In accordance
with the requirements of ASC 605-10-S99 the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts);
(2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and/or (4)
collectability is reasonably assured (based upon its credit policy). When consultations are provided to customers, the revenue
is recognized at the completion of the service when collectability is reasonably assured. For products sold to customers revenue
is recognized when title has passed to the customer and collectability is reasonably assured; and no further efforts are required.
For residential contracts provide services, the commission revenue is recognized when the contract is signed, payment is received.
For commercial contracts provide services, the commission revenue is recognized when the contract is signed, and the performance
is completed, with an appropriate allowance for estimated cancellation.



Lexington Power & Light, LLC recognize
revenue upon delivery of the commodity to the customer. Billed revenue is recognized when the customer’s meter is read, normally
once in a thirty day period. Accrued revenue is calculated for each electric and natural gas customer based on the average daily
usage derived from the most recent meter read bill times the number of days from the most recent meter read to the end of the month
multiplied by the current selling price. The difference between the accrual at the beginning of the month and the end of the month,
up or down, is recorded as an adjustment to revenue.



Lexington Power & Light, LLC recognize
cost of sales on a calendar month basis as incurred, except for electric supply and related cost imbalance reconciliations with
the Independent System Operators (“ISO”). The imbalance is the difference between the electric supply and related costs
scheduled by the Company through its supplier and the actual electric supply and related costs delivered by the ISO to the customers,
which results in four and nine month “true-up” balances on each monthly bill from the ISO. These additional balances
are recorded in the month they are billed, or credited, to the Company and not retroactively adjusted.



Our general terms for collection are net 30
days. In certain instances we will provide our customers different terms to accommodate specific business requirements.



Accounts Receivable



All accounts receivable
are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted
to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered
collectible as of December 31, 2014 and no allowance for bad debts was considered necessary.



Accrued revenue is calculated for each electric
and natural gas customer based on the average daily usage derived from the most recent meter read bill times the number of days
from the most recent meter read to the end of the month multiplied by the current selling price. The difference between the accrual
at the beginning of the month and the end of the month, up or down, is recorded as an adjustment to payment.

F-7







Accrued Revenue



Accrued revenue is calculated for each electric
and natural gas customer based on the average daily usage derived from the most recent meter read bill times the number of days
from the most recent meter read to the end of the month multiplied by the current selling price. The difference between the accrual
at the beginning of the month and the end of the month, up or down, is recorded as an adjustment to payment.



Non-controlling
Interest



Non-controlling interests in our subsidiary is recorded as a component
of our equity, separate from the parent’s equity. Purchase or sales of equity interests that do not result in a change of
control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included
in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will
be reported at fair value with any gain or loss recognized in earnings. The Company maintains
an 80% limited interest inThe Power Company USA, LLC. and the
remaining 20% non-controlling interest is held byThe Power Company USA, LLC. And the Company maintains
an 85% limited interest inLexington Power & Light, LLCand
the remaining 15% non-controlling interest is held byLexington Power & Light, LLC.



Earnings/Loss Per Share



The
Company has adopted the FASB ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic”
and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing
net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings
/ loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted
earnings / loss per share. The Company excludes equity instruments from the calculation of diluted earnings per share if the effect
of including such instruments is anti-dilutive. As of December 31, 2014, the Company has 3,800,000 stock options outstanding and
2,793,694 warrants outstanding. As of December 31, 2013, the Company has 350,000 stock options outstanding and 2,793,694 warrants
outstanding. Convertible debt as of December 31, 2014 for $909,500 can be converted only after one year of the original loan agreement
date.



Income Tax



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



Inventory



Inventory, which consists of natural gas, is
a fungible commodity that is stated at the most recent cost, which is fair market value. The inventory value at December 31, 2014
was $42,319.





Stock-Based Compensation



We periodically issue stock options and warrants
to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option
and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic 718, “Compensation
– Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably
over the service period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with
ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined
at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn
the equity instruments is complete.



Goodwill



The Company
periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine
whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events
occur, for impairment using fair value measurement techniques. These events could include a significant change in the
business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant
portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The
first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a
reporting unit with its carrying amount, including goodwill. Premier uses level 3 inputs and a discounted cash flow
methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various
judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about
future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are
based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds
its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is
unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill
impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment
test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. 
If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment
loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as
the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to
all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had
been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the
reporting unit. The Company determined that there was an indicators of impairment in goodwill for TPC during the year ended
December 31, 2014 and impaired the goodwill by $500,000 in TPC because of continuous negative cash flow and losses. The
Company used the present value technique for the impairment testing. In addition, the Company determined that there was an
indicators of impairment in goodwill for LP&L during the year ended December 31, 2014 and fully impaired the goodwill in
LP&L because the lack of funding from the parent Company to support LP&L projections, continuous negative cash flow
and losses, and the default in the acquisition note payable installment payment by Premier Holding Corporation in the first
quarter of 2015. The Company used the present value technique for the impairment testing.



F-8







Long-lived Assets



The Company assesses
long-lived assets, including intangible assets, for impairment in accordance with the provisions of FASB ASC 360 “Property,
Plant and Equipment”. A long-lived asset (or group of assets) shall be tested for recoverability whenever events or changes
in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of a long lived asset is not recoverable
if it exceeds the sum of the undiscounted net cash flows expected to result from the use and eventual disposition of the asset.
The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated
fair value. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities for which identifiable
cash flows are largely independent of the cash flows of other assets and liabilities. The Company follows ASC Topic 350 in accounting
for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. There were impairment losses
recorded on intangible assets of $144,210 and $0 for the years ended December 31, 2014 and 2013. The impairment losses in 2014
is due to lack of expected cash flows.



Fair Value Measurements



On January 1, 2011, Premier adopted guidance
which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring
basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, Premier also applied the guidance to
non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets.
The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes
the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs
that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent
of Premier. Unobservable inputs are inputs that reflect Premier’s assumptions of what market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into
three levels based on the reliability of the inputs as follows:



Level 1 -
Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that Premier has
the ability to access.



Level 2 - Valuation
is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets
or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.



Level 3 - Valuation
is based on models where significant inputs are not observable. The unobservable inputs reflect Premier's own assumptions about
the inputs that market participants would use.



Premier’s financial
instruments consist of cash, accounts receivable, note receivable, accounts payable, note payable and accrued liabilities.
The estimated fair value of cash, accounts receivable, note receivable, accounts payable, note payable and accrued liabilities
approximate their carrying amounts due to the short-term nature of these instruments.



Certain non-financial assets are measured at
fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but
are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets.



Concentration of Credit Risk



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



Gain from Discontinued Operations



Gain from discontinued operations of $985,138
for the year ended December 31, 2013 consists of the sale of both intangible assets in the form of sales opportunities and leads,
and the assumption of liabilities from the discontinued operations to WEPOWER ECO Corp (an unrelated company). The gain is based
upon the estimated value of the $5,000,000 note received in the transaction. The provisional amounts are subject to revision until
the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed
as of the acquisition date. The value of the note is $869,000; $116,138 consists of liabilities which were assumed by the acquirer
in the transaction. On March 4, 2014, as part of an overall settlement, certain individuals associated with the transaction returned
5,000,000 common shares of the Company previously issued related to the sale of WePower ECO Corp, and in exchange for the promissory
note in the face amount of $5,000,000 (and valued at $869,000 on the Company’s financial statements as of December 31, 2013),
WePower ECO Corp had returned an additional 2,500,000 common shares, for a total of 7,500,000 shares returned to the Company.



Reclassifications



Certain prior year amounts have been reclassified to conform to
the current year presentation. Such reclassifications had no impact on previously reported net loss.





F-9







RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS



In February 2013, the FASB issued ASU No. 2013-04,
“Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount
of the Obligation Is Fixed at the Reporting Date.” The amendments in ASU 2013-04 provide guidance for the recognition, measurement,
and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation
within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S.
GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay
on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of
its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well
as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and
interim periods within those years, beginning after December 15, 2013. The adoption of this update did not have a material impact
on the Company’s consolidated financial statements.



In April 2013, the FASB issued ASU No. 2013-07,
“Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting.” The objective of ASU No. 2013-07
is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of
assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this
standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning
after December 15, 2013, and interim reporting periods therein. The adoption of this update did not have a material impact on
the Company’s consolidated financial statements.



In May 2014, the FASB issued Accounting Standards
Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which supersedes nearly all existing revenue
recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services
are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods
or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates
may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for
annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods:
(i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to
elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09
recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company
is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not
yet determined the method by which it will adopt the standard beginning January 1, 2017.



In August, 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going
Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the
date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue
as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures
are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual
periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing
standards and federal securities law, but are now included within U.S. GAAP. The Company is evaluating the effect, if any, the
adoption of ASU 2013-02 will have on its consolidated financial statements and related disclosures.



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



NOTE 3 – GOING CONCERN



The Company has sustained operating losses
of $21,326,640. The Company’s continuation as a going concern is dependent on management’s ability to develop profitable
operations, and / or obtain additional financing from its stockholders and / or other third parties.



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



If management projections are not met, the
Company may have to reduce its operating expenses and to seek additional funding through debt and/or equity offerings.





F-10









NOTE 4 – INCOME TAXES



Income Taxes. ASC 740 requires the use of an
asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are
expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.



ASC 740 requires the reduction of deferred
tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized. The provision for income taxes differs from the amounts which would be provided
by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:













|                                         |  | December 31, |            |   | December 31, | 
|---------------------------------------- |  | ------------ | ---------- | - | ------------ | 
|                                         |  | 2014         |            |   | 2013         | 
|                                         |  |              |            |   |              | 
|Book income (loss) from operations       |  |              | (2,611,117 | ) |              | 
|Stock/options issued for services        |  |              | 331,663    |   |              | 
|Stock/options issued for executive comp. |  |              | 228,297    |   |              | 
|Contributed services                     |  |              | –          |   |              | 
|Impairment Expense                       |  |              | 1,592,264  |   |              | 
|Interest expense on convertible notes    |  |              | 12,757     |   |              | 
|Change in derivative liability           |  |              | (22,491    | ) |              | 
|Loss on sale of assets                   |  |              | –          |   |              | 
|Change in valuation allowance            |  |              | (363,650   | ) |              | 
|Income tax expense                       |  |              | –          |   |              | 



Net deferred tax assets consist of the following components as
of:









|                                            |  | 2014 |            |   | 2013 | 
|------------------------------------------- |  | ---- | ---------- | - | ---- | 
|Net operating loss carry forwards           |  |      | (7,087,058 | ) |      | 
|Stock/options issued for services           |  |      | 1,023,710  |   |      | 
|Stock/options issued for executive comp.    |  |      | 301,104    |   |      | 
|Impairment Expense                          |  |      | 1,620,229  |   |      | 
|Interest expense on convertible notes       |  |      | 12,757     |   |      | 
|Change in derivative liability              |  |      | (22,491    | ) |      | 
|Total gross deferred tax assets/liabilities |  |      | 4,100,767  |   |      | 
|Valuation allowance                         |  |      | (4,100,767 | ) |      | 
|Net deferred tax                            |  |      | –          |   |      | 



Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry forwards of $7,100,000 for federal income tax reporting purposes are subject
to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future
years. The Company did not file tax return in 2013 and 2014, which is subject to examination.





NOTE 5 – OTHER ASSETS-COLLATERAL POSTINGS
AND DEPOSIT



Collateral Postings and Deposit represent
collateral balances held by the ISO for electricity and by various pipeline transmission entities for natural gas. Collateral
postings held by the ISO as of December 31, 2014 were $212,145. Natural gas collateral postings as of December 31. 2014 were $74,852.
The $200,000 collateral deposit held by the ISO as of December 31, 2014 will be repaid by the ISO only when the Company ceases
selling electricity to its customers and, as such, has been classified as non-current. All collateral balances are financed pursuant
to the current Loan Energy Services Agreement (“LESA”).



NOTE 6 – ACQUISITIONS & GOODWILL



The following table presents details of
the Company’s Goodwill as of December 31, 2014 and December 31, 2013:



|                                 |  | Active ES
 Lighting
 Controls, Inc. |         |   | The Power
 Company
 USA,LLC |  |           | Lexington
 Power &
 Light, LLC |  |  | Total
 Company |  
|-------------------------------- |  | ----------------------------------- | ------- | - | --------------------------- |  | --------- | ------------------------------ |  |  | -------------- | -
|Balances as of January 1, 2013:  |  |                                     | 138,000 |   |                             |  | –         |                                |  |  | –              |  
|Aggregate goodwill acquired      |  |                                     | –       |   |                             |  | 4,500,000 |                                |  |  | –              |  
|Impairment losses                |  |                                     | (82,250 | ) |                             |  | –         |                                |  |  | –              |  
|Balance as of December 31, 2013: |  |                                     | 55,750  |   |                             |  | 4,500,000 |                                |  |  | –              |  
|Aggregate goodwill acquired      |  |                                     | –       |   |                             |  | –         |                                |  |  | 2,859,151      |  
|Impairment losses                |  |                                     | (55,750 | ) |                             |  | (500,000  | )                              |  |  | (2,859,151     | )
|Balance as of December 31, 2014: |  |                                     | –       |   |                             |  | 4,000,000 |                                |  |  | –              |  







F-11







Active ES Lighting Controls, Inc. Acquisition



On July 25, 2012,
Premier acquired the assets of the Active ES Lighting Controls, Inc. (“AES”) business by completing the transactions
contemplated under an asset purchase agreement dated July 25, 2012 (the “Agreement”) with AES.  In accordance
with the terms of the Agreement, the purchase price for the acquisition consisted of the following components: (i) 750,000 shares
of Premier’s common stock issued at closing; (ii) $30,000 in cash paid at closing; (iii) a payable, due December 31, 2012,
of Premier in the principal amount of $15,000; (v) contingent shares payable (payable 12 months after closing of the transaction)
of a number of shares of common stock of Premier, which resulted in the issuance of 875,000 shares on September 12, 2013.



The Power Company USA, LLC Share Exchange



On February 28, 2013 Premier acquired 80% of
the outstanding membership units of The Power Company USA, LLC, an Illinois limited liability company (“TPC” or “The
Power Company”), a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock
valued at $4,500,000.







The total purchase price for the The Power Company USA, LLC
acquisition 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 | 





Lexington Power & Light, LLC

On
October 22, 2014, Premier entered a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests
of Lexington Power & Light, LLC (“LP&L”) from its owners. Under the Agreement, Premier acquired 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 Agreement, Premier has a contingent funding obligation of
$1,000,000 of which $500,000 will be used as working capital for LP&L. Under the Agreement, Premier has 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. Under the Agreement,
Premier will limit its board of directors to five persons, with the members of LP&L having the right to appoint one board
member. The fair value of non-controlling interest as of acquisition date is $(151,616). Also, there is earn out payments to the
members of Lexington that the Company achieving an EBITDA of at least $2,500,000 for the most recent completed 12 fiscal months
from the preceding year, the Company shall be entitled $500,000 cash and 2,500,000 shares of restricted common stock. In addition,
in the event the purchaser or any subsidiary thereof does not direct customer referral resulting in gross revenues for the Company
of at least $50,000,000 on an annual basis during the earn out period, the members shall be entitled to $500,000 and 2,500,000
shares of restricted common stock.



The total purchase price for the Lexington Power & Light,
LLC acquisition was allocated as follows:





|Cash                                          |  | $ | 985,798    |  
|--------------------------------------------- |  | - | ---------- | -
|Accounts receivable                           |  |   | 383,819    |  
|Inventory                                     |  |   | 55,020     |  
|Accrued revenue                               |  |   | 337,522    |  
|Equipment                                     |  |   | 35,342     |  
|Goodwill                                      |  |   | 2,859,151  |  
|Other assets                                  |  |   | 527,176    |  
|Total assets acquired                         |  |   | 5,183,828  |  
|Accounts payable and accrued liabilities      |  |   | (1,960,176 | )
|Note payable                                  |  |   | (1,175,268 | )
|Long term note payable                        |  |   | (200,000   | )
|Total liabilities assumed                     |  |   | (3,335,444 | )
|Non-Controlling interest                      |  |   | 151,616    |  
|Net assets acquired                           |  | $ | 2,000,000  |  
|The purchase price consists of the following: |  |   |            |  
|Note payable                                  |  | $ | 500,000    |  
|Earn out payment                              |  |   | 750,000    |  
|Common stock                                  |  |   | 750,000    |  
|Total purchase price                          |  | $ | 2,000,000  |  







F-12









The pro forma information below present statements
of operations data as if the acquisition of LP&L and TPC took place on January 1, 2013.





PREMIER
HOLDING CORPORTATION AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)











|                                                                                |  | 2014      |            |   | 2013      |  
|------------------------------------------------------------------------------- |  | --------- | ---------- | - | --------- | -
|                                                                                |  | Pro forma |            |   | Pro forma |  
|Revenues:                                                                       |  | $         | 13,768,568 |   |           | $
|Cost of Sales                                                                   |  |           | 8,343,422  |   |           |  
|Gross Profit                                                                    |  |           | 5,425,146  |   |           |  
|                                                                                |  |           | –          |   |           |  
|Operating expenses:                                                             |  |           | –          |   |           |  
|Selling, general and administrative                                             |  |           | 9,020,013  |   |           |  
|Loss on settlement of debt                                                      |  |           | 110,000    |   |           |  
|Impairment loss - goodwill                                                      |  |           | 3,414,901  |   |           |  
|Impairment loss - intangibles                                                   |  |           | 144,210    |   |           |  
|Total operating expenses                                                        |  |           | 12,689,124 |   |           |  
|Operating loss                                                                  |  |           | (7,263,978 | ) |           |  
|                                                                                |  |           |            |   |           |  
|Other expense:                                                                  |  |           |            |   |           |  
|Change in fair value of contingent liability - LP&L acquisition                 |  |           | 57,500     |   |           |  
|Interest expense                                                                |  |           | (32,614    | ) |           |  
|Loss on derivative liabilities                                                  |  |           | –          |   |           |  
|Total other expense                                                             |  |           | 24,886     |   |           |  
|                                                                                |  |           | –          |   |           |  
|Loss before income taxes, non-controlling interest, and discontinued operations |  |           | (7,239,092 | ) |           |  
|                                                                                |  |           |            |   |           |  
|Income taxes                                                                    |  |           | –          |   |           |  
|                                                                                |  |           | –          |   |           |  
|Loss before non-controlling interest and discontinued operations                |  |           | (7,239,092 | ) |           |  
|                                                                                |  |           |            |   |           |  
|Net loss attributable to non-controlling interest                               |  |           | 168,730    |   |           |  
|                                                                                |  |           |            |   |           |  
|Income from discontinued operations                                             |  |           | –          |   |           |  
|                                                                                |  |           | –          |   |           |  
|Net Loss                                                                        |  | $         | (7,070,362 | ) |           | $
|                                                                                |  |           |            |   |           |  







F-13







NOTE 7 – INTANGIBLES ASSETS, NET



The following table presents details
of the Company’s total purchased intangible assets as of December 31, 2013:



|                           |  | Balance 12/31/2012 |         |  | Additions |   |   | Amortization |  |   | Impairment |   |  | Balance 12/31/2013 |  
|-------------------------- |  | ------------------ | ------- |  | --------- | - | - | ------------ |  | - | ---------- | - |  | ------------------ | -
|IP/Technology – Patents    |  | $                  | 153,607 |  |           | $ | – |              |  | $ | (33,515    | ) |  | $                  | –
|Non-compete Agreement      |  |                    | 72,832  |  |           |   | – |              |  |   | (7,600     | ) |  |                    | –
|Trademarks & Service Marks |  |                    | 43,542  |  |           |   | – |              |  |   | (27,500    | ) |  |                    | –
|                           |  | $                  | 269,980 |  |           | $ | – |              |  | $ | (68,615    | ) |  | $                  | –





The following
table presents details of the Company’s total purchased intangible assets as of December 31, 2014:





|                           |  | Balance 12/31/2013 |         |  | Additions |   |   | Amortization |  |   | Impairment |   |  | Balance 12/31/2014 |         
|-------------------------- |  | ------------------ | ------- |  | --------- | - | - | ------------ |  | - | ---------- | - |  | ------------------ | --------
|IP/Technology – Patents    |  | $                  | 120,092 |  |           | $ | – |              |  | $ | (33,514    | ) |  | $                  | (86,578 
|Non-compete Agreement      |  |                    | 65,232  |  |           |   | – |              |  |   | (7,600     | ) |  |                    | (57,632 
|Trademarks & Service Marks |  |                    | 16,042  |  |           |   | – |              |  |   | (16,042    | ) |  |                    | –       
|                           |  | $                  | 201,366 |  |           | $ | – |              |  | $ | (57,156    | ) |  | $                  | (144,210





For the years ended
December 31, 2014 and 2013, the Company’s recorded amortization expense related to the purchased intangibles of $57,156
and $68,615, respectively. The Company also recorded impairment loss in intangibles of $144,210 for the year ended December 31,
2014.



Note 8 - Loan
Energy Services Agreement



In December 2011, LP&L entered into a three
year Loan Energy Services Agreement (“LESA”) with a private lender for a $5,000,000 line-of-credit to finance 90% of
POR related Accounts Receivable and Accrued Revenue, 80% of Inventory and 80% of the present value of variable and fixed price
contracts. The lender charges 10% per annum on the monthly line utilization and the deferred supply balance, if any, plus 1% per
annum as a commitment fee on the unused portion of the line. Utilization is defined as the largest balance outstanding on any given
day during the month that is the total of all collateral postings and deposits, the mark-to-market exposure and the current supply
balance payable. The lender also advanced monies that were used for a customer marketing program in 2013 and charges 15% per annum
on the outstanding balance related thereto. Utilization and commitment fees charged by the lender as interest expense for the period
October 22, 2014, the date of acquisition, through December 31, 2014 were $30,515 and $4,695, respectively.



Also pursuant to the LESA, the lender charges
monthly commodity fees based of the volume of electricity and natural gas purchases at a rate of $2.25 per MWh and $.13 per MMBtu,
respectively. The lender also charges 2% of the electric capacity purchased each month. The lender charged total commodity fees
of $46,693 for the period October 22, 2014, the date of acquisition, through December 31, 2014, which were included in Cost of
Sales.







F-14







As required by the LESA, all utility payments
from customer collections have been assigned by the Company and are deposited into a bank account controlled by the lender. Disbursements
from the controlled account are subject to specific priority (“waterfall”) provisions.



On March 30, 2015, the LESA was extended under
the same terms and conditions until April 10, 2015.



NOTE 9 – CONVERTIBLE NOTES PAYABLE



Between July 15 and December 31, 2014, the
Company entered into convertible notes with external parties for use as operating capital for a total of $909,500. 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 and December 31, 2019. The notes are secured and mature five years from the issuance date.
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 closing market price on the last day of the month upon which the maturity date falls. During the year
ended December 31, 2014, the Company recorded an interest expense of $32,510.



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 liabilities once the conversion option becomes effective after one year due to there being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued.



NOTE 10 – NOTES PAYABLE



As of December 31, 2014, notes payable in the
amount includes financed collateral postings and the marketing program balance of $287,040 and $504,360, respectively pursuant
to the LESA (see Note 8). The Long Term Note Payable is related to the collateral deposit held by the ISO of $200,000 as of December
31, 2014. Interest charged by the lender related to the financed collateral postings for the period October 22, 2014, the date
of acquisition, through December 31, 2014 was included in the utilization charges of $30,515. Interest expense related to the financed
marketing program for the period October 22, 2014, the date of acquisition, through December 31, 2014 was $12,459.



On October 22, 2014, the Company entered into a note for acquisition
of 85% of Lexington in amount of $325,000. The notes payable agreements require the Company to repay the principal, together with
imputed federal rate for term of the note. This Promissory Note (this “Note”) shall be payable as follows: (i) an initial
payment of $40,625 payable within forty-five (45) days following the date hereof (the “Initial Payment Date”); and
(ii) seven (7) equal monthly installments of $40,625 commencing ninety (90) days following the Initial Payment Date and each installment
ninety (90) days thereafter (each an “Installment Date”). The Maker may prepay this entire Note at any time without
premium or penalty. Any prepayment will be applied first against accrued, but unpaid interest and then against the outstanding
principal balance. As of December 31, 2014, outstanding balance of this note is $284,375. The Company is in default on this note
in 2015 due to no installments paid.



On October 22, 2014, the Company entered into a note for acquisition
of 85% of Lexington in amount of $175,000. The notes payable agreements require the Company to repay the principal, together with
imputed federal rate for term of the note. This Promissory Note (this “Note”) shall be payable as follows: (i) an initial
payment of $21,875 payable within forty-five (45) days following the date hereof (the “Initial Payment Date”); and
(ii) seven (7) equal monthly installments of $21,875 commencing ninety (90) days following the Initial Payment Date and each installment
ninety (90) days thereafter (each an “Installment Date”). The Maker may prepay this entire Note at any time without
premium or penalty. Any prepayment will be applied first against accrued, but unpaid interest and then against the outstanding
principal balance. As of December 31, 2014, outstanding balance of this note is $153,125. The Company is in default on this note
in 2015 due to no installments paid.



During 2013, The Power Company USA, LLC Share
Exchangeentered into a line of credit with Energy Me in amount of $50,000. This loan bears
no interest, and shall be repaid $2,000 per month. As of December 31, 2014, outstanding balance of this loan is $8,000.



NOTE 11 – CAPITAL STOCK TRANSACTIONS



Preferred Stock



On June 3, 2013, the Company filed a Certificate
of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 50,000,000
shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2014 there were 200,000 preferred 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”). As of September
30, 2014, the Company filed a Certificate of Designation for the Company’s Series A in Nevada. No shares of Series A have
been issued, but the Company is authorized to issue up to 7,000,000 shares. In general, each share of Series A Non-Voting Convertible
Preferred Stock has no voting or dividend rights, a Stated Value of $1.00 per share, and is convertible nine months after issuance
into common stock at the conversion price equal to one-tenth (1/10) of the Stated Value.





F-15







On April 8, 2014, the Company entered into
preferred stock purchase agreements with an investor for the sale of 200,000 shares of its preferred stock at $1 per share in total
of $200,000.



Common Stock



During the year ended December 31, 2014, the
Company entered into a series of stock purchase agreements with accredited investors for the sale of 25,947,060 shares of its
common stock in amount of $2,160,851. Additionally, 7,616,697 shares of common stock were issued for consulting services valued
at $0.09 to $0.10 per share, based upon the fair value of the common stock on the measurement date in total of $877,738 which
was recognized immediately as general and administrative expense. There was no underwriter, no underwriting discounts or commissions,
no general solicitation, no advertisement, and resale restrictions were imposed by placing a Rule 144 legend on the certificates.
The persons who received securities have such knowledge in business and financial matters that he/she/it is capable of evaluating
the merits and risks of the transaction. This transaction was exempt from registration under the Securities Act of 1933, based
upon Section 4(2) for transactions by the issuer not involving any public offering.



Common Stock Options



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



|                                                    |  | Number Outstanding |         |  | Weighted-Average Exercise Price  Per Share |   |      | Weighted-Average Remaining Contractual Life (Years) |  |  | Aggregate Intrinsic  Value
|--------------------------------------------------- |  | ------------------ | ------- |  | ------------------------------------------ | - | ---- | --------------------------------------------------- |  |  | --------------------------
|Outstanding at January 1, 2013                      |  |                    | 150,000 |  |                                            | $ | 0.25 |                                                     |  |  | 2.25                      
|Granted                                             |  |                    | 200,000 |  |                                            |   | 0.25 |                                                     |  |  | 4.00                      
|Exercised                                           |  |                    | –       |  |                                            |   | –    |                                                     |  |  | –                         
|Canceled/forfeited/expired                          |  |                    | –       |  |                                            |   | –    |                                                     |  |  | –                         
|Outstanding at December 31, 2013                    |  |                    | 350,000 |  |                                            | $ | 0.25 |                                                     |  |  | 3.61                      
|Options vested and exercisable at December 31, 2013 |  |                    | 350,000 |  |                                            | $ | 0.25 |                                                     |  |  | 3.61                      



A summary of option activity as of December
31, 2014 and changes during the year ended is presented below:



|                                                    |  | Number Outstanding |           |  | Weighted-Average
 Exercise Price
 Per Share |   |      | Weighted-Average
 Remaining
 Contractual Life
 (Years) |  |  | Aggregate
 Intrinsic
 Value | 
|--------------------------------------------------- |  | ------------------ | --------- |  | ------------------------------------------- | - | ---- | ------------------------------------------------------ |  |  | --------------------------- | 
|Outstanding at January 1, 2014                      |  |                    | 350,000   |  |                                             | $ | 0.25 |                                                        |  |  | 3.61                        | 
|Granted                                             |  |                    | 3,650,000 |  |                                             |   | 0.02 |                                                        |  |  | 1.00                        | 
|Exercised                                           |  |                    | –         |  |                                             |   | –    |                                                        |  |  | –                           | 
|Canceled/forfeited/expired                          |  |                    | –         |  |                                             |   | –    |                                                        |  |  | –                           | 
|Outstanding at December 31, 2014                    |  |                    | 3,800,000 |  |                                             | $ | 0.04 |                                                        |  |  | 2.61                        | 
|Options vested and exercisable at December 31, 2014 |  |                    | 3,800,000 |  |                                             | $ | 0.04 |                                                        |  |  | 1.1                         | 



On March 31, 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 has an 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.
| | - | --------------------------------------------------------------------------------------------------







F-16







In addition the Corporation agreed to indemnify
Mr. Letcavage to the fullest extent permitted by law for claims related to Mr. Letcavage’s role as an officer and director
of the Company, or its subsidiaries. As of December 31, 2014, $516,591 has been recorded as his stock based compensation. As of
December 31, 2014, there was $355,725 unrecognized cost related to the stock options, which will be recognized in 2015.





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



The Company valued the options using 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%.



Common Stock Warrants



A summary of non-employee warrant activity
during the year ended as of December 31, 2013 is presented below:



|                                                     |  | Number
 Outstanding |           |  | Weighted-Average
 Exercise Price
 Per Share |   |       | Weighted-Average
 Remaining
 Contractual 
Life (Years) | 
|---------------------------------------------------- |  | ------------------- | --------- |  | ------------------------------------------- | - | ----- | ------------------------------------------------------ | 
|                                                     |  |                     |           |  |                                             |   |       |                                                        | 
|Outstanding at January 1, 2013                       |  |                     | 450,000   |  |                                             | $ | 0.57  |                                                        | 
|                                                     |  |                     |           |  |                                             |   |       |                                                        | 
|Granted                                              |  |                     | 2,793,694 |  |                                             |   | 0.175 |                                                        | 
|Exercised                                            |  |                     | –         |  |                                             |   | –     |                                                        | 
|Canceled/forfeited/expired                           |  |                     | 450,000   |  |                                             |   | 0.57  |                                                        | 
|Outstanding at December 31, 2013                     |  |                     | 2,793,694 |  |                                             | $ | 0.175 |                                                        | 
|                                                     |  |                     |           |  |                                             |   |       |                                                        | 
|Warrants vested and exercisable at December 31, 2013 |  |                     | 2,793,694 |  |                                             | $ | 0.175 |                                                        | 



A summary of non-employee warrant activity
during the year ended as of December 31, 2014 is presented below:



|                                                     |  | Number
 Outstanding |           |  | Weighted-Average
 Exercise Price
 Per Share |   |       | Weighted-Average
 Remaining 
Contractual 
Life (Years) | 
|---------------------------------------------------- |  | ------------------- | --------- |  | ------------------------------------------- | - | ----- | ------------------------------------------------------ | 
|                                                     |  |                     |           |  |                                             |   |       |                                                        | 
|Outstanding at January 1, 2014                       |  |                     | 2,793,694 |  |                                             | $ | 0.157 |                                                        | 
|                                                     |  |                     |           |  |                                             |   |       |                                                        | 
|Granted                                              |  |                     | –         |  |                                             |   | –     |                                                        | 
|Exercised                                            |  |                     | –         |  |                                             |   | –     |                                                        | 
|Canceled/forfeited/expired                           |  |                     | –         |  |                                             |   | –     |                                                        | 
|Outstanding at December 31, 2014                     |  |                     | 2,793,694 |  |                                             | $ | 0.175 |                                                        | 
|                                                     |  |                     |           |  |                                             |   |       |                                                        | 
|Warrants vested and exercisable at December 31, 2014 |  |                     | 2,793,694 |  |                                             | $ | 0.175 |                                                        | 





NOTE 12 – DISCONTINUED OPERATIONS



The Company acquired assets from WePower LLC
during 2011. WePower, Ecolutions Inc. was expected to offer clean energy products and services to commercial markets, developers,
and management companies of large-scale residential developments. In 2012, WePower Ecolutions Inc. was classified as held for sale
under the requirements of ASC 360-10-45-9, and therefore, the result of its operations are reported in discontinued operations
in accordance with ASC 205-20-45-3. On January 7, 2013 the Company, acting through its wholly owned subsidiary, WePower Ecolutions,
Inc., completed the sale of assets under an Asset Purchase Agreement with WePower Eco Corp., a newly formed entity, controlled
by Kevin B. Donovan, the Company’s former CEO. The Company sold certain assets related to solar energy, wind power projects,
energy efficiency projects in real estate, and fuel efficiency for diesel and gasoline engines for a note payable for $5,000,000,
and WePower Eco Corp. assumed $116,138 in liabilities, acquired three patents, six trademarks, and twenty eight contracts.





F-17









On March 4, 2014, as part of an overall settlement,
certain individuals associated with the transaction returned 5,000,000 common shares of the Company previously issued related
to the sale of WePower Eco Corp, and in exchange for the promissory note in the face amount of $5,000,000 (and valued at $869,000
on the Company’s consolidated financial statements as of December 31, 2013), WePower Eco Corp had returned an additional
2,500,000 common shares, for a total of 7,500,000 shares returned to the Company.





NOTE 13 – RELATED PARTY TRANSACTIONS





During the years ended December 31, 2014 and
December 31, 2013, Mr. Letcavage (directly or through related entities) recorded $290,000 and $240,000 respectively as compensation
for his role as our CEO, and $156,900 and 661,319 respectively for contract labor, including payments to Nexalin Technology specifically
for the direct costs related to independent contractors performing sales lead generation (Nexalin Technology is in an unrelated
business to the Company, and Mr. Letcavage is its president and shareholder), and $38,302 and $28,787 respectively in 2014 and
2013 for consulting services were paid to iCapital Advisory.







|Name of related parties | Relationship with the Company                                             
|----------------------- | --------------------------------------------------------------------------
|iCapital Advisory       | Consultant company owned by the CEO of Premier Holding Corporation        
|Nexalin Technology      | Company owned by the CEO of Premier Holding Corporation                   
|Jamp Promotion          | Company owned by Patrick Farah, the managing director of The Power Company
|Sebo Service            | Company owned by Shadie Kalkas, the managing director of The Power Company



|                                      |  | December 31, 2013 |        |  | December 31, 2014 |  
|------------------------------------- |  | ----------------- | ------ |  | ----------------- | -
|iCapital Advisory-Consulting services |  | $                 | 18,039 |  |                   | $
|Nexalin Technology-Contract labor     |  |                   | 27,794 |  |                   |  
|Commission to Jamp Promotion          |  |                   | 40,305 |  |                   |  
|Commission to Sebo Service            |  |                   | –      |  |                   |  
|                                      |  |                   | 86,138 |  |                   |  





Additionally, we have also reviewed the facts
and circumstance of our relationship with Nexalin Technology and iCapital Advisory and have assessed whether these two companies
are variable interest entities (VIE). Based on the guidance provided in ASC 810, these two companies are not considered VIEs.
The Company is not the primary beneficiary of Nexalin Technology and iCapital Advisory, whether those two companies have any income
(losses) as of December 31, 2014, it would not be absorbed by Premier Holding Corporation.



Lexington – Related Party Note Payable



Includes a balance of $141,860 at December
31, 2014, which represents monies previously advanced to LP&L by the minority members for working capital. The amount due is
unsecured, non-interest bearing and is payable upon demand.





NOTE 14 – LITIGATION



Whitaker Energy, LLC



In 2013, Whitaker Energy, LLC (“WE”)
filed a civil action the Superior Court of Dekalb County, State of Georgia, Case No. 13-CV8610-6, against The Power Company, USA,
LLC and Premier Holding Company alleging that TPC is in default under its obligations to WE under a promissory note pursuant to
which WE loaned TPC $150,000 in 2012 concurrent with WE’s purchase of a membership interest in TPC. Under the terms of the
loan between TPC and WE, TPC owes a monthly payment to WE, 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 WE dispute the number of contracts entered into by
TPC after certain adjustments and charge-backs from cancellation of contracts by consumers. Under the complaint, WE 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. Also, WE seeks an order from the court for access to TPC’s books and records. TPC and Premier
Holding Corporation dispute the claim by WE that TPC is in default under the loan between TPE and WE. 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 WE of
$4,000 in payment of the principal due and interest incurred by WE. Under the terms of the settlement, WE will recover a total
of $110,000 plus interest on unpaid amounts. As of December 31, 2014, the Company has paid six payments total of $36,000, which
$74,000 remaining balance reflected on the balance sheet at December 31, 2014.



Hi-Tech Specialists, Inc.



Prior to its acquisition by The Power Company,
Hi-Tech Specialists, Inc. 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 Specialists was to solicit service agreements on behalf of U.S.E.C. The suit is ongoing and The Power Company is
aggressively pursuing its claim against the parties named.



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 expire February
28, 2016. The future annual rental payments required under these operating lease agreements for 2015 and 2016 are $46,867 and $7,849,
respectively.



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 has determined it appropriate under the circumstances to recognize and record this loss contingency, which
has been included in Accounts Payable and Accrued Expenses at December 31, 2014.



F-18











NOTE 15 – SEGMENT REPORTING



The Company operates in two segments which
are characterized as: (1) Deregulated power broker in TPC and (2) sells electricity and natural gas in LP&L.



The following tables summarize segment information
for the years ended December 31, 2014 and 2013:



|                        |  | 2014 |           |  | 2013 |  
|----------------------- |  | ---- | --------- |  | ---- | -
|Net revenue             |  |      |           |  |      |  
|TPC                     |  | $    | 3,251,166 |  |      | $
|LP&L                    |  |      | 1,566,857 |  |      |  
|Parent Company & Others |  |      | 10,095    |  |      |  
|Consolidated            |  | $    | 4,828,118 |  |      | $
|Gross profit            |  |      |           |  |      |  
|TPC                     |  | $    | –         |  |      | $
|LP&L                    |  |      | 1,458,079 |  |      |  
|Parent Company & Others |  |      | –         |  |      |  
|Consolidated            |  | $    | 1,458,079 |  |      | $
|Loss from operations    |  |      |           |  |      |  
|TPC                     |  | $    | 726,015   |  |      | $
|LP&L                    |  |      | 156,850   |  |      |  
|Parent Company & Others |  |      | 7,490,506 |  |      |  
|Consolidated            |  | $    | 8,373,371 |  |      |  







NOTE 16 – SUBSEQUENT EVENTS





On March 26, 2015, the LESA was renewed with
the same lender for an additional twelve months and will automatically extend for an additional two years if LP&L fails to
provide at least 90 days written notice prior to the end of month twelve. The $5,000,000 line-of-credit facility will finance 100%
of cash on deposit in lender controlled accounts, 90% of POR related Accounts Receivable (less any taxes owing and POR fees), 85%
of Non-POR Accounts Receivable (less any taxes owing), 80% of Natural Gas Storage Inventory and the Adjusted Forward Value of Customer
Contracts, the sum total of which will be reduced by 60 days of estimated operating expenses. The lender will charge 6% per annum
on utilization related to the current supply balance and mark-to market exposure, 10% per annum on utilization related to third
party postings and any deferred supply balance, 15% per annum on actual working capital advances plus 1% per annum as a commitment
fee on the unused portion of the line. The lender will also charge monthly commodity fees based of the volume of electricity and
natural gas purchases at an initial rate of $1.25 per MWh and $.08 per MMBtu, respectively. The commodity fee for electric will
volumetrically reduce to $.75 per MWh beginning when LP&L has contracted Residential Customer Equivalents (RCE’s) in
excess of 50,000. The lender will also charge 1% of the electric capacity purchased each month. As part of the renewal, the lender
required the current outstanding working capital balance of $500,000 related to the 2013 customer marketing program to be repaid
over 25 months with payments of approximately $24,000 per month including interest at a rate of 15% per annum.







The Company is in default on the note for acquisition
of 85% of Lexington as disclosed in note 10, which required installment payments every 90 days but no payment had been made in
2015. Per the acquisition agreement, any failure to make timely payments as set forth under the purchase price notes, the original
member in Lexington shall have the right to promptly (i) terminate the acquisition agreement and any further obligation hereunder;
and (ii) the sale and transfer of Purchased Interests to the Purchaser shall be deemed terminated (the “Termination Rights”);
provided, that the Purchaser shall be entitled to retain an amount of Membership Interests equal to (x) the amount of issued and
outstanding Membership Interests issued and outstanding multiplied by (y) the quotient of (i) the amount of cash actually paid
by the Purchaser pursuant to the Purchase Price Note and (ii) $6,000,000.





F-19









Item 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There are no items required to be reported under
this Item.



Item 9A. CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
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 our management, including our Chief
Executive Officer, who serves as our principal executive officer and our Chief Financial officer, who serves as our principal financial
and accounting officer, as appropriate, to allow timely decisions regarding required disclosure as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act.



Management has assessed
the effectiveness of our internal control over financial reporting as of December 31, 2014. In making its assessment of internal
control over financial reporting, management used the criteria established in Internal Control — Integrated Framework, issued
by the Committee of Sponsoring Organizations of the Treadway Commission. This assessment included an evaluation of the design of
our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on the results
of this assessment, management has concluded that our internal control over financial reporting was not effective as of December
31, 2014.



Management’s Annual Report on Internal
Control over Financial Reporting



Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
of the Exchange Act as amended, as a process designed by, or under the supervision of, our principal executive and principal financial
officer and effected by our board of directors, management and other personnel, 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 in the United States and includes those policies and procedures that:



Ÿ
   Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect our transactions and any disposition of our assets;

Ÿ
   Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors; and

Ÿ
   Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any
evaluation of effectiveness of internal control over financial reporting 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.



A material weakness is
a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this
assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework (1992). Based on this assessment, management identified the following three material
weaknesses that have caused management to conclude that, as of December 31, 2014, our disclosure controls and procedures, and our
internal control over financial reporting, were not effective at the reasonable assurance level:



1. We do not have written
documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting
is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending December 31, 2014. Management evaluated the impact
of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls
and procedures and has concluded that the control deficiency that resulted represented a material weakness.



2. We do not have sufficient
segregation of duties within accounting functions, which is a basic internal control. Due to our size, segregation of all conflicting
duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions,
the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact
of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that
the control deficiency that resulted represented a material weakness.



14







3. We do not have an audit
committee as part of our Board of Directors, nor do we have an identified financial expert as an independent member of our Board
of Directors.



To address these material
weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein
fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial
condition, results of operations and cash flows for the periods presented.



This Annual Report does
not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules
of the Securities and Exchange Commission that permit us to provide only our management’s report in this Annual Report.



Remediation of Material Weaknesses



To remediate the material
weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in
remedying this material weakness once resources become available.



We intend to remedy our
material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties
in a manner that establishes effective internal controls once resources become available. We also expect to add to our Board of
Directors an independent financial expert, and to form an Audit Committee.



Changes in Internal Control over Financial
Reporting



There were no changes in
our internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2014 that
have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.



Item 9B. OTHER INFORMATION



None.

15







PART III



Item 10. Directors and Executive Officers of the Registrant



The members of the Board of Directors of Premier
serve until the next annual meeting of stockholders, or until their successors have been elected and qualified. The officers serve
at the pleasure of the Board of Directors.



The current executive officers, key employees
and directors of Premier are as follows:



|Name               | Age | Title                     
|------------------ | --- | --------------------------
|Randall Letcavage  | 57  | CEO/President/CFO/Chairman
|Woodrow Clark, PhD | 70  | Director                  
|Lane Harrison      | 63  | Director                  





Randall Letcavage



Mr. Letcavage, age 56,
was named Chairman, President and Chief Executive Officer, and Chief Financial Officer of Premier Holding Corporation. Prior to
this he was employed as a consultant by Capital Finance LLC. He brings in excess of 25 years plus of business experience specializing
in the financial markets and business consulting and green energy/clean technology.  For the past 20 years Mr. Letcavage has
been an investment banker widely recognized for individual achievements as well as his role of Founder, Officer and Director of
the iCapital Group that includes iCapital Finance Inc, iCapital Advisory LLC and iCap Development LLC (A National “CDE”
Community Development Entity – Certified by the U.S Treasury Department). Mr. Letcavage has also held executive positions,
invested, and/or operated numerous businesses including related companies in “Power Generation and Power Reduction”
– CEO of Ciralight Global Inc, CEO of Green Central Holdings, Consultant and second largest shareholder of publicly traded
PRHL which operates Energy Efficiency Experts (E3).  Letcavage had been successful in many areas additionally providing millions
in Healthcare funding. Mr. Letcavage personally acted as an advisor to municipalities leading millions in industrial bond transactions,
while also advising the National Conference of Black Mayors (NCBM; over 800 members all of whose cities may one day be able to
offer deregulated power services). Mr. Letcavage served as the Managing Director of NC Capital Markets and as Vice President of
The National Capital Companies, Inc. (directing the daily operations of most of its subsidiaries).  Mr. Letcavage was formerly
the CEO and a majority owner of Capital Access Group. Prior to Capital Access, Mr. Letcavage founded and/or managed several asset
management firms, including Valley Forge Capital Holdings and the Marshall Plan, LLC that directed and/or co-managed over $3 billion
in assets with former renowned CALPERS (California Pension & Retirement Systems) Manager, Greta Marshall.



Prior to Valley Forge,
Mr. Letcavage founded Security America, Inc., an asset management firm based in Grosse Pointe, Michigan. Mr. Letcavage worked with
Prudential-Bache running a Joint Venture ―High Net Worth Group (a/k/a Security American, Inc.).



Woodrow Clark, PhD



Dr. Clark, age 69, is a
Director of Premier Holding Corporation. Dr. Clark, a long-time advocate for the environment and renewable energy, is an internationally
recognized author, lecturer, public speaker and advisor specializing in sustainable communities. Dr. Clark was one of the
contributing scientists to the work of the United Nations Intergovernmental Panel on Climate Change (UNIPCC) which as an organization
was awarded the Nobel Peace Prize in December 2007.



In 2004, he founded, and
now manages, Clark Strategic Partners (CSP), an environmental and renewable energy consulting firm using his political-economic
expertise in order to guide, advice and implements public and private clients worldwide – specifically on sustainable smart
green communities of all kinds ranging from colleges and universities to shopping malls, office buildings and film studios. Dr.
Clarks’ five books and 50+ peer-reviewed articles reflect that concern for global sustainable communities. His last book
is Global Energy Innovations (Praeger Press, November 2011) that concerns the “green industrial revolution” (GIR).
He explains his work as being the solutions to climate change through public policy, science and technologies, economics and finance.
Clark also teaches graduate courses in these areas throughout the USA and internationally. Currently, Clark is Academic Specialist,
UCLA Provost Office and Cross-Disciplinary Scholars in Science and Technology.



Prior to launching CSP,
Dr. Clark was Senior Advisor on Renewable Energy, Emerging Technologies, and Finance to California Governor Gray Davis from 2000-2003.
Before that from 1999-2000, he was a Visiting Professor of Science, Technology and Entrepreneurship at Aalborg University, Denmark,
where he was a Fulbright Fellow in 1994. Dr. Clark was the Manager of Strategic Planning for Technology Transfer at Lawrence Livermore
National Laboratory (LLNL) for the University of California and U.S. Department of Energy, during the 1990s. In 1980, he founded
a mass media company in San Francisco, CA, Clark Communications, specializing in the production and distribution of documentary
and educational films focused on “social issues” such as “sexual harassment”, “health issues”
and older workers along with other topics including books from dramatic current events.



Dr. Clark earned three
masters’ degrees from different universities in Illinois and his Ph.D. at University of California, Berkeley.



16







Lane Harrison



Lane Harrison, age 62,
is a Director of Premier Holding Corporation. Mr. Harrison is Founder and President of Affluent and Corporate Insurance Services,
Inc. and Capital Preservation Insurance Services, Inc. The firms provide insurance and advanced consulting services to professional
advisors, corporations, small business owners and high net worth families. Mr. Harrison has over 30 years of business consulting
and sale/marketing experience. He has lectured extensively to the professional advisor community.  In addition, Mr. Harrison
advised large multi-national corporations such as Bicoastal Corporation, (Formerly Singer Corp.) where he served as Director, and
Bicoastal Financial Corporation, serving as President/Director. Mr. Harrison is a graduate of Salem State College with a Bachelor
of Arts in Social Welfare.



Significant Employees



None.



Family Relationships



None.



Voting Arrangements



None.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities
Exchange Act of 1934 requires that our executive officers and directors, and persons who own more than ten percent of a registered
class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors
and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.
Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons
that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2014, none of
our executive officers, directors and greater-than-ten percent stockholders except Randall Letcavage complied with Section 16(a)
filing requirements.



Committees of the Board of Directors



We do not have a separately
designated audit, compensation or nominating committee of our Board and the functions customarily delegated to these committees
are performed by our full Board. We are not a “listed company” under SEC rules and are therefore not required to have
separate committees comprised of independent directors. The Company has, however, determined that Bob Kurilko is “independent”
as that term is defined in Section 5605 of the NASDAQ Marketplace Rules as required by the NASDAQ Stock Market.



The Board does not have
a nominations committee because the Board does not believe that a defined policy with regard to the consideration of candidates
recommended by stockholders is necessary at this time because our Board adequately performs the functions of such committee. There
are no specific minimum qualifications that the Board believes must be met by a candidate recommended by the Board. Currently,
the entire Board decides on nominees, on the recommendation of any member of the Board, followed by the Board’s review of
the candidates’ resumes and interviews of candidates. Based on the information gathered, the Board then makes a decision
on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify
or evaluate or assist in identifying or evaluating potential nominees.



The Board does not have
an audit committee. However, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley
Act of 2002, the our Board is deemed to be its audit committee and as such functions as an audit committee and performs some of
the same functions as an audit committee including: (i) selection and oversight of our independent accountant; (ii) establishing
procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters;
and (iii) engaging outside advisors. Our Board has determined that its members do not include a person who is an “audit committee
financial expert” within the meaning of the rules and regulations of the SEC. Our Board has determined that each of its members
is able to read and understand fundamental financial statements and has substantial business experience that results in that member’s
financial sophistication. Accordingly, our Board believes that each of its members have the sufficient knowledge and experience
necessary to fulfill the duties and obligations that an audit committee would have.



17







The Board does not have
a compensation committee because the Board believes that it is not necessary to have a compensation committee at this time because
our Board adequately performs the functions of such committee.



Stockholder Communications



Our Board has determined
not to adopt a formal methodology for communications from stockholders on the belief that any communication would be brought to
the Board’s attention by our sole officer, Randall Letcavage.



Meetings of the Board of Directors and Committees



Our Board took a number
of actions by written consent of all of the directors during the year ended December 31, 2014. Such actions by the written consent
of all directors are, according to Nevada corporate law and our bylaws, valid and effective as if they had been passed at a meeting
of the directors duly called and held. The Board held approximately two general meetings during 2014. Each director attended at
least 75% of all the meetings of the Board in 2014. While the Company has not established a policy with respect to members of the
Board attending annual meetings, each director is encouraged to attend the annual meeting of stockholders. We did not hold an annual
meeting of security holders during our last fiscal year. No compensation has been paid to our directors for attendance at any meetings
during the last fiscal year.



Board Leadership Structure and Role in Risk
Oversight



We do not separate the
roles of Chief Executive Officer and Chairman of the Board because we believe that Randall Letcavage adequately performs such roles.
The benefits of Mr. Letcavage’s leadership of the Board stem from his experience in managing small to medium sized businesses
and his involvement in the hydroponics industry, which provide a unique understanding of our culture and business. Also, serving
as both the Chief Executive Officer and Chairman of the Board ensures that a constant flow of Company-related information is available
between the Board and our senior management. This flow of communication enables Mr. Letcavage to identify issues, proposals, strategies
and other considerations for future Board discussions and to assume the lead in many of the resulting discussions during Board
meetings. Our Board has responsibility for the oversight of risk management. A fundamental part of risk management is not only
understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of
risk is appropriate for us. The involvement of the Board in setting our business strategy is a key part of its assessment of risk
management and the determination of what constitutes our appropriate level of risk. The Board regularly discusses with management
our major risk exposures, their potential impact on us and the steps taken to manage these risks. In addition, the Board may retain,
on such terms as determined by the Board, in its sole discretion, independent legal, financial and other consultants and advisors
to advise and assist the Board in fulfilling its oversight responsibilities.



Code of Ethics



We have not adopted a corporate
code of ethics due to limited funds. We expect to adopt a Code of Ethics during this year.





Item 11. EXECUTIVE COMPENSATION



The following table provides information as to cash compensation
of all officers of Premier, for each of Premier’s last two fiscal years.



SUMMARY COMPENSATION TABLE



|Name & Position       | Fiscal Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation Earnings ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($)
|--------------------- | ----------- | ---------- | ---------------- | ----------------- | --------------------------------------------------- | ------------------------------------------------ | -------------------------- | ---------
|Randall Letcavage (1) | 2014        | 240,000    | –                | 527,905           | –                                                   | –                                                | 50,000                     | 817,905  
|CEO & CFO             | 2013        | 240,000    | –                | –                 | –                                                   | –                                                | 66,287                     | 306,287  
|Nancy Nguyen          | 2014        | –          | –                | –                 | –                                                   | –                                                | –                          | –        
|Former Secretary      | 2013        | 1,500      | –                | –                 | –                                                   | –                                                | –                          | 1,500    





| | 1. | During the year ended December 31, 2014, Mr. Letcavage (directly or through related entities) was paid $290,000 as compensation for his role as our CEO and CFO, and $156,900 for contract labor, including payments to Nexalin Technology specifically for the direct costs related to independent contractors performing sales lead generation (Nexalin Technology is in an unrelated business to the Company, and Mr. Letcavage is its president), which was not reported as income.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | During the year ended December 31, 2014, the Company has paid $38,302 to iCapital Advisory for consulting services, a related party entity which Mr. Letcavage is the president of the Company.                                                                                                                                                                                                                                                                                        



There are no outstanding equity awards or options
to officers issued or outstanding.



18







Employment Contracts



The Company has not entered
into any employment agreements.



Outstanding Equity Awards at Fiscal Year-End



The following table provides information regarding
outstanding options held by our named executive officers as of the end of our fiscal year ended December 31, 2014.



|              |  | Option Awards |                                                                     |  | Stock Awards | 
|------------- |  | ------------- | ------------------------------------------------------------------- |  | ------------ | 
|Name          |  |               | Number of Securities Underlying Unexercised Options (#) Exercisable |  |              | 
|Grisham Bobby |  |               | 75,000                                                              |  |              | 
|Consultant    |  |               |                                                                     |  |              | 
|Lynch Thomas  |  |               | 75,000                                                              |  |              | 
|Consultant    |  |               |                                                                     |  |              | 
|Clark Woodrow |  |               | 75,000                                                              |  |              | 
|Director      |  |               |                                                                     |  |              | 
|Clark Woodrow |  |               | 100,000                                                             |  |              | 
|Director      |  |               |                                                                     |  |              | 
|Clark Woodrow |  |               | 150,000                                                             |  |              | 
|Director      |  |               |                                                                     |  |              | 
|Lane Harrison |  |               | 100,000                                                             |  |              | 
|Director      |  |               |                                                                     |  |              | 
|Lane Harrison |  |               | 150,000                                                             |  |              | 
|Director      |  |               |                                                                     |  |              | 



None of the executive officers listed in the
above table exercised options during the fiscal year ended December 31, 2014.



DIRECTOR COMPENSATION



|Name & Position    | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation Earnings ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($)
|------------------ | ------------------------------- | ---------------- | ----------------- | --------------------------------------------------- | ------------------------------------------------ | -------------------------- | ---------
|Woodrow Clark, PhD | –                               | –                | 10,285            | –                                                   | –                                                | –                          | 10,285   
|Lane Harrison      | –                               | –                | 10,285            | –                                                   | –                                                | –                          | 10,285   





19







Item 12. SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS



The following table presents
information regarding the beneficial ownership of our common stock by the following persons as of April 15, 2015: (i) each executive
officer and director, (ii) all executive officers and directors as a group and (iii) each stockholder known to be the beneficial
owner of more than 5% of our outstanding common stock (not taking into account contractual restrictions on beneficial ownership.)



Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common
stock subject to options or warrants that are currently exercisable or exercisable within 60 days of April 15, 2015 are deemed
to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership
of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.



The information presented in this table is based
on 181,567,085 shares of our common stock outstanding on April 15 2015.





|Name ofBeneficial Owner                                               | Number of Shares
 Beneficially Owned | PercentageOwned (%) | Notes
|--------------------------------------------------------------------- | ------------------------------------ | ------------------- | -----
|Randall Letcavage                                                     | 6,967,270                            | 3.8%                | (1)  
|Woodrow Clark                                                         | –                                    | 0.0%                |      
|Lane Harrison                                                         | –                                    | 0.0%                |      
|All directors and named executive officers as a group (3 individuals) | 6,967,270                            | 3.8%                |      





(1) Includes 1,902,451 shares held by Randall
Letcavage personally, 2,810,719 shares controlled by him through his ownership interest in Green Central Holdings, Inc., and 2,254,100
shares controlled by him through his ownership interest in iCapital Advisory LLC.



Premier is not aware of
any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class
of Premier, other than as set forth above.



Changes in Control Arrangements



None.



Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Transactions with Officers and Directors



Other than the transactions
described below, since January 1, 2014, there has not been, nor is there currently proposed, any transaction or series of similar
transactions to which we were or will be a party:



| | Ÿ | in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years; and                                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Ÿ | in which any director, executive officer, stockholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct or indirect material interest.



[Related party footnote]

20







Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit fees



The aggregate fees billed
for the two most recently completed fiscal periods ended December 31, 2014 and December 31, 2013 for professional services rendered
by Anton & Chia LLP (“A&C”) for the audit of our annual consolidated financial statements, quarterly reviews
of our interim consolidated financial statements and services normally provided by the independent accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as follows:



|Fees                              |  | Year Ended December 31, 
2014 |         |  | Year Ended December 31, 
2013 |  
|--------------------------------- |  | ----------------------------- | ------- |  | ----------------------------- | -
|Audit Fees and Audit Related Fees |  | $                             | 117,866 |  |                               | $
|Tax Fees                          |  |                               | –       |  |                               |  
|All Other Fees                    |  |                               | 64,646  |  |                               |  
|Total                             |  | $                             | 182,512 |  |                               | $



In the above table, “audit
fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual
consolidated financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that
are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review
of our Company’s consolidated financial statements. “Tax fees” are fees billed by the auditor for professional
services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor
for products and services not included in the foregoing categories.



Item 15. EXHIBITS



|No.      | Description                                                                                                                                      |  | Incorporation By Reference                                  
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------
|3.1      | Articles of Incorporation, as amended                                                                                                            |  | Filed on June 21, 2010 and incorporated herein by reference.
|3.2      | Bylaws                                                                                                                                           |  | Filed on June 21, 2010 and incorporated herein by reference.
|31.1     | Certification of Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               |  | Filed herewith.                                             
|32.1     | Certification of Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002 |  | Filed herewith.                                             
|101.INS* | XBRL Instance Document                                                                                                                           |  |                                                             
|101.SCH* | XBRL Taxonomy Extension Schema                                                                                                                   |  |                                                             
|101.CAL* | XBRL Taxonomy Extension Calculation Linkbase                                                                                                     |  |                                                             
|101.DEF* | XBRL Taxonomy Extension Definition Linkbase                                                                                                      |  |                                                             
|101.LAB* | XBRL Taxonomy Extension Label Linkbase                                                                                                           |  |                                                             
|101.PRE* | XBRL Taxonomy Extension Presentation Linkbase                                                                                                    |  |                                                             





* To be filed by amendment.



21







SIGNATURES





Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.



|Date: April 15, 2015 | Premier Holding Corporation
        
        /s/ Randall Letcavage
        Randall Letcavage
        Chief Executive Officer and Chief Financial Officer
|-------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------





Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Date: April 15, 2015 | /s/ Randall Letcavage
        Randall Letcavage
        Chairman of the Board of Directors
|-------------------- | ------------------------------------------------------------------------------------------
|Date: April 15, 2015 | /s/ Woodrow Clark
        Woodrow Clark
        Director                                  
|Date: April 15, 2015 | /s/ Lane Harrison
        Lane Harrison
        Director                                  
|                     |                                                                                           









22