Exhibit 31.2

 

Certification

 

I, Randall M. Letcavage, certify that:

 

1. I have reviewed this annual report on Form 10-K of PremierHolding Corporation for the year ended December 31, 2012;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in this report;

 

4. Premier Holding Corporation’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f))for Premier Holding Corporation and have:

 

(a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to PremierHolding Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

 

(c) Evaluated the effectiveness of Premier Holding Corporation’sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in Premier Holding Corporation’sinternal control over financial reporting that occurred during its most recent fiscal quarter (Premier Holding Corporation’sfourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,Premier Holding Corporation’s internal control over financial reporting; and

 

5. Premier Holding Corporation’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to its auditors and theaudit committee of Premier Holding Corporation’s Board of Directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectPremier Holding Corporation’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves managementor other employees who have a significant role in Premier Holding Corporation’s internal control over financial reporting.

 

Date: April 22, 2013

 

/s/ Randall M. Letcavage

Randall M. Letcavage, Chief Financial Officer (Principal FinancialOfficer)