UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________



FORM 10-K

(Mark One)



|  |                                                                                     
|- | ------------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                     
|  | For the fiscal year ended December 31,
2012.                                        







|£ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the transition period from ___________
to ___________
..                            







Commission file
number: 000-53824



PREMIER HOLDING CORPORATION

(Exact name of registrant as specified in
its charter)





|Nevada                                                                 |  | 88-0344135                           
|---------------------------------------------------------------------- |  | -------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer Identification  No.)
|                                                                       |  |                                      
|1382 Valencia 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





1







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. x



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 of a smaller reporting company) | 



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



The number of shares outstanding of each
of the registrant’s classes of common stock, as of December 31, 2012 was 55,794,549shares.





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|TABLE OF CONTENTS
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|Item 1A          
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|Item 2           
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|Item 3           
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|Item 4           
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|Item 5           
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|Item 6           
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|Item 6A.         
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|Item 7           
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|Item 8           
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|Item 8A(T)       
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|Item 10          
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|Item 11          
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|Item 12          
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|Item 13          
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|Item 14          
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|Item 15          







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PART I





Item 1. BUSINESS



Business Development



Premier Holding Corporation (“Premier”) is a development
stage company providing a large array of energy services to its clients including the sale of lower cost power, fixed energy costs
and energy efficient products that range from complete indoor and outdoor lighting arrays to proprietary lighting solutions to
energy efficient motors and chillers for HVAC and refrigeration.



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 organized under the name of Mr. Nevada, Inc., and
following the completion of a limited public offering in April 1972, it 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’s management stripped Premier of its operating subsidiary and, thereafter,
abandoned Premier.



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 and Exchange Act of 1934 was revoked pursuant to Section 12 (j) of the Act for failure to file
periodic reports as required by Section 12(g) of the Act and trading of Premier’s common stock on the pink sheets was suspended.
Premier has re-registered its common stock under the 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 symbols PRHL.





4







Businesses



In 2012, Premier discontinued the casket
line of business, and began offering clean energy products and services.



In December 2011, Premier acquired assets from WePower, LLC
and Green Central Holdings, Inc. in order to start a second line of business unrelated to the casket business.  Premier also
formed WePower Ecolutions Inc. (“Ecolutions”) as a wholly-owned subsidiary and began to offer clean energy products
and services to commercial markets and developers and management companies of large-scale residential developments.  Premier
appointed Kevin Donovan to lead the effort to establish the energy services business as Chief Executive Officer of Ecolutions on
February 22, 2012. Mr. Donovan was also appointed as director and CEO of Premier on April 11, 2012.



In October 2012, Premier divested itself of a certain underperforming
product line and prospects 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 conservatively valued at approximately $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 “marquee” technology
for energy efficient lighting, the E-Series controller 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 few, expensive, and untested. Premier
contributed this “marquee technology” to its subsidiary Ecolutions. Thereafter, Ecolutions changed its name to Energy
Efficient Experts (E3). In the fourth quarter, Premier redesigned and reengineered Active ES and modulated its
products for mass production. 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 who has strong relationships with Municipalities,
Ports, and real estate investment trusts in the southern California market.  Premier also formalized its relationship with
Orion Energy of Southern California, giving Premier access to a large product offering in lighting and energy controls.



In the first quarter of 2013, Premier acquired The Power Company,
a deregulated power broker in Illinois.  The Power Company has over 12,000 clients, and has been adding between 1,000 and
2,000 clients per month and expects to continue to do so for the foreseeable future.  A portion of these clients have large
commercial/industrial facilities such as warehouses and distribution center. Prior to completion of its acquisition of The Power
Company, Premier loaned monies to The Power Company with the understanding that the loans would be credited toward the purchase
price of the company.  Premier successfully acquired 80% of The Power Company and the transaction was finalized in February
2013.





5









Industry



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
buildings and other facilities. Typical products and services offered by energy efficiency companies include boiler and chiller
replacement, HVAC upgrades, lighting retrofits, equipment installations, on-site cogeneration, renewable energy plants, load management,
energy procurement, rate analysis, risk management and billing administration. 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 an ESCO.



Marketing



Premier’s sales and marketing 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. E3 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.



E3 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.
E3 not only provides products at a very competitive rate, but supports it’s
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 to where a prospect can
be vetted over the phone, reducing the expense of performing audits and surveys on unqualified prospects. The audits are performed
by qualified sales engineers, typically LEED certified 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 a myriad of funding options which can meet the unique financial requirement of the client, including no-money down,
and immediately cash-flow-positive programs.



With the recent acquisition of The Power Company, the E3
sales and marketing team now has the ability to cross market its product line to their already existing client base of thousands
of new 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.



Employees



As of December 31, 2012, Premier’s management consisted
of three independent contractors Premier expects to hire additional personnel as its business expands.





6







Patents



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



U.S. Patent No. 7,084,587; Entitled APPARATUS AND METHOD FOR
CONTROL OF HIGH INTENSITY DISCHARGE LIGHTING; Issued August 1, 2006;



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 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.



In addition, Premier obtained the rights to all international
filings of these patents and will execute those as the company sees fit.



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



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.





7







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.



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



Currently, Premier is evaluating its future
course and the cash needs. The marketing strategy for the coming year has been revised and future business factors will determine
the cash needs for the company.



Premier’s Common Stock is quoted
on the over-the-counter Bulletin Board



Premier successfully filed a Form 15c2-11
through a market maker with FINRA to establish a quotation for its common stock and the common stock is quoted on the over-the-counter
Bulletin Board under the symbols PRHL.



Premier’s directors and executive
officers beneficially own a substantial amount of Premier’s common stock.



Premier’s directors and executive
officers are able to exert significant influence over the direction of its affairs and business, including any determination with
respect to its acquisition or disposition of assets, future issuances of common stock or other securities, and the election or
removal of directors. Such a concentration of ownership may also have the effect of delaying, deferring, or preventing a change
in control of Premier or cause the market price of its stock to decline. Notwithstanding the exercise of the fiduciary duties by
the directors and executive officers and any duties that such other stockholder may have to Premier or its other stockholders in
general, these persons may have interests different than other stockholders.



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.



The report of Premier’s independent
accountants on its December 31, 2008 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.





8







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’s Board of Directors
Has the Ability to Exercise Significant Influence Over Matters Submitted for Stockholder Approval and Their Interests May Differ
From Other Stockholders



Premier’s Board of Directors has
significant influence in determining the outcome of any corporate transaction or other matter submitted to its stockholders for
approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of its assets, and also the
power to prevent or cause a change in control. The interests of these executive officers and directors may differ from the interests
of the other stockholders.



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 Securities
Exchange Act of 1934, as amended (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.



Furthermore, management is required to
consider certain matters deemed by Premier’s independent auditors to constitute a material weakness in Premier’s internal
control over financial reporting. Premier’s management has concluded that, in the presentation of its financial statements
in prior versions of this Form 10, due to material weaknesses in internal control over financial reporting, an antiquated description
of Premier’s business was included in the notes to financial statements. As a result of this observation, Premier has instituted
a new system of controls and procedures which management believes is effective to ensure that information required to be disclosed
by Premier in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and forms. Premier has hired a new financial consultant
who possesses additional financial reporting experience to assist Premier in all subsequent filings. If this new system is not
effective, it may result in the dissemination of inaccurate information.





9







Item 2. PROPERTIES



Premier’s corporate offices and warehouse
are located in Tustin, California. Premier considers these facilities to be adequate for its current needs.



Item 3. LEGAL PROCEEDINGS



Premier is not a party to any material
pending legal proceedings and, to the best of its knowledge, no such action by or against Premier has been threatened. Premier
was required to produce documents to the Securities and Exchange Commission (“SEC”) in connection with an SEC investigation
that lead to an enforcement action against Premier’s former CEO, Kevin Donovan.



PART II



Item 4. MARKET FOR THE REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Premier's common stock is listed and quoted
on the over-the-counter Bulletin Board. Premier successfully filed a Form 15c2-11 with FINRA for a quotation on the Over-the-Counter
Bulletin Board and is quoted under the symbols PRHL.



Holders



As of December 31, 2012, there were 55,794,549
shares of common stock issued and outstanding which are held by approximately 354 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.



Penny Stock Status



Premier’s common stock is a "penny
stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934. This makes Premier subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and Exchange Commission requiring brokers and dealers to
do the following in connection with transactions in penny stocks:



1. 	Prior to the transaction, to approve
the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation,
investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable
for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition,
the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising
in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive
a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.





10







2. 	Prior to the transaction, the broker
or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or
inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules



3. 	Prior to the transaction, the broker
or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with
the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.



4. 	The broker or dealer who has effected
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



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



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



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



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



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





11







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



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



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



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



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



Based upon the record date of February
7, 2012 (the “Record Date”), Premier declared a 5:1 forward split payable as a stock dividend. On February, 10, 2012
(the “Payment Date”), Premier’s transfer agent mailed a

certificate for 4 new shares of common
stock for each 1 share of common stock held by each stockholder on the Record Date. On February 13, 2012 (the “Ex Date”),
the trading of the common stock under symbol “PRHL” was adjusted by FINRA to reflect the forward split. The financial
statements have been adjusted for all periods presented to reflect the 5:1 forward split payable as a stock dividend.



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



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



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



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





12







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



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



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



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



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



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





13







Item 5. 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.



ITEM 6. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



Overview and Outlook



Although Premier has made progress in its
business, a comparison of the liquidity, capital resources and results of operation between the year ended December 31, 2011 and
December 31, 2012 is unlikely to enhance a reader's understanding of Premier's financial condition and results of operations due
to the following factors:



| | · | Premier made a transition from its efforts to sell funeral caskets in 2011 to efforts to establish
a clean energy business in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | · | Premier’s CEO, Kevin Donovan, the majority of the shareholders,
and the Board of Directors became divided over the proper direction and strategy for Premier which led to Mr. Donovan’s resignation
on October 5, 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Loss from discontinued operations was ($756,912).
| | - | -------------------------------------------------



| | · | Premier's new CEO, Randall M. Letcavage, has taken the company in a new direction based on his
knowledge and business experience in the energy efficiency industry. The business model is in its developmental stage and, for
this reason there has been no significant impact on Premier’s results from operations and financial condition.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Net Loss



For the year ended December, 31, 2012,
Premier had a net loss of $2,115,372 as compared to a net loss of $3,122,806 for the year ended December 31, 2011. Premier’s
accumulated deficit as of December 31, 2012 was $9,141,928. These conditions raise substantial doubt about Premier’s ability
to continue as a going concern over the next twelve months.



Revenue



Revenue for the year ended December 31,
2012 was negligible compared to $10,000 for the year ended December 31, 2011.



Selling, general and administrative
expenses



Selling, general and administrative expenses
for the year ended December 31, 2012 were $1,328,576, compared to $3,087,833 for the year ended December 31, 2011.



Liquidity and Capital Resources



While Premier has raised capital to meet
its working capital and financing needs in the past, additional financing is required in order to meet Premier’s current
and projected cash flow deficits from operations and development of alternative revenue sources. As of December 31, 2012, Premier
had a working capital deficit of ($219,204) and for the year ending December 31, 2011, its working capital was $259,948.





14







Off-Balance Sheet
Arrangements



We have no off-balance
sheet financing arrangements.



Forward Looking Statements



Our business, financial condition, results
of operations, cash flows and prospects, and the prevailing market price and performance of our common stock, may be adversely
affected by a number of factors, including the matters discussed in "Risk Factors". Certain statements and information
set forth in this Annual Report on Form 10-K, as well as other written or oral statements made from time to time by us or by our
authorized executive officers on our behalf, constitute "forward-looking statements." You should note that our forward-looking
statements speak only as of the date of this Annual Report on Form 10-K or when made and we undertake no duty or obligation to
update or revise our forward- looking statements, whether as a result of new information, future events or otherwise. Although
we believe that the expectations, plans, intentions and projections reflected in our forward-looking statements are reasonable,
such statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. The risks, uncertainties and other factors that should be considered are included in "Risk Factors" in Item
1A.



Recent Accounting Pronouncements



There are no recently issued accounting
pronouncements or standards updates that we have yet to adopt that are expected to have a material effect on our financial position,
results of operations, or cash flows.



Critical Accounting Policies and Estimates



Estimates



The presentation of financial statements
in conformity with generally accepted accounting principles 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 financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.



Discontinued Operations



Premier acquired assets from WEPOWER, LLC at year 2011. WEPOWER,
Ecolutions Inc. was expected to offer clean energy products and services to commercial markets and developers and management companies
of large scale residential developments. In year 2012, WEPOWER Ecolutions Inc is classified as held for sale under the requirements
of ASC 360-10-45-9, and therefore, the result of its operation is reported in discontinued operations in accordance with ASC 205-20-45-3.
The transactions contemplated by the Purchase Agreement were deemed to be effective as of January 7, 2013.





15







Loss from discontinued operations of $756,912
for the year ended December 31, 2012 consisted of the losses from operations of our discontinued business segment. Our losses from
discontinued operations did not impact our cash position.



Stock Based Compensation



Shares of Premier’s common stock
may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares
issued is determined based upon what the price of the common stock is on the date of each respective transaction.



Income Taxes



In February 1992, the Financial Accounting
Standards Board (“FASB”) issued ASC Topic 740, “Accounting for Income Taxes.” ASC Topic 740 required a
change from the deferred method of accounting for income taxes of Accounting Principles Board (“APB”) Opinion No. 11
to the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.



Item 6A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK



Premier’s business activities contain
elements of risk. Premier considers a principal type of market risk to be a valuation risk. All assets are valued at fair value
as determined in good faith by or under the direction of the Board of Directors.



Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



The financial statements of Premier are
attached as Exhibits to Item 15 and are hereby incorporated by reference.



Item 8. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



Since inception, there have been no disagreements
with Premier’s independent accountants.



In February 2013, Premier retained the
accounting services of Anton & Chia, LLP. In April 2013, Premier terminated the accounting services of M&K CPAS, PLLC.



Item 8A(T). CONTROLS AND PROCEDURES



Management’s Evaluation of Disclosure
Controls and Procedures



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





16







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



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



Management’s Report on Internal
Control Over Financial Reporting



Premier’s management is responsible
for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange
Act. Premier’s internal control system was designed to provide reasonable assurance to its management and Board of Directors
regarding the preparation and fair presentation of published financial statements. Premier’s management assessed the effectiveness
of its internal control over financial reporting as of December 31, 2012. In making this assessment, it used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on
Premier’s assessment, it believes that, as of December 31, 2012, Premier’s internal control over financial reporting
was ineffective based on those criteria.



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 Premier’s annual or interim financial statements will not be prevented or detected on a timely basis.
A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is
less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the registrant’s
financial reporting. Premier has identified the following material weakness:



Premier does not have an independent Board
of Directors or audit committee or adequate segregation of duties.



All of Premier’s financial reporting
is carried out by its financial consultant and this consultant failed to appropriately classify investments separately on the balance
sheet for the year ended December 31, 2012. In addition, this consultant failed to value inventory at year-end which was connected
with the acquisition of assets of WePower, LLC described in Note 9 to the financial statements. These failures necessitated the
recordation of correcting journal entries to present the financial statements in accordance with generally accepted accounting
principles.





17







Premier does not have an independent body
to oversee its internal controls over financial reporting and lack segregation of duties due to the limited nature and resources
of Premier.



In light of these material weaknesses,
Premier performed additional analysis and procedures in order to conclude that its financial statements included in this Year End
Report were fairly stated in accordance with accounting principles generally accepted in the United States. Accordingly, Premier
believes that despite its material weaknesses, its financial statements included in this report are fairly stated, in all material
respects, in accordance with United States generally accepted accounting principles.



Premier plans to rectify these weaknesses
by implementing an independent Board of Directors and hiring additional accounting personnel once it has additional resources to
do so. Premier has also hired a new financial consultant who possesses additional financial reporting experience to assist Premier
in future fillings.





18









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 | Position        
|------------------ | --- | ----------------
|Randall Letcavage  | 55  | Chairman/CEO/CFO
|Nancy Nguyen       | 35  | Secretary       
|Woodrow Clark, PhD | 67  | Director        
|Lane Harrison      | 60  | Director        



Randall M. Letcavage -Mr. Letcavage has recently been
named Chairman, President and Chief Executive Officer, and Chief Financial Officer of Premier Holding Corporation.  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) and also serves on the Board and acting
President of Kratos Power. Further Mr. Letcavage is no stranger to deregulation as he has participated in over $1 Billion in Telecom
financing.  Letcavage had been successful in many areas additionally providing over $800,000,000 in Healthcare. Mr. Letcavage
personally acts as an advisor to municipalities leading over $150,000,000 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). He has advised numerous clients on various transactions and financings in a wide range of industries, including technology,
healthcare, financial services, entertainment, energy and Green Initiatives (see http://www.iCapitalFinance.net). He has been listed
in ―Who‘s Who Among Rising Young Americans and ―Who‘s Who in American Business & Finance. 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, a financial services company that also operated several portfolio companies. 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.).



Nancy Nguyen -Nancy Nguyen is Secretary of Premier Holding
Corporation. Ms. Nguyen was previously the Chief Executive Officer and President of Green Central Energy Solutions, Inc., an operating
subsidiary of Green Central Holdings Inc. Ms. Nguyen was also the founder and a managing partner of the predecessor Green Central
Energy Solutions. Under Ms. Nguyen's direction, she had directed Green Central Energy Solutions, Inc. in forging an immediate national
footprint by negotiating a joint venture with the 3rd largest roofing company, Nations Roof, in the U.S. Ms. Nguyen represented
Green Central at NRCA (National Roofing Contractors Association) events and as a guest speaker. Prior to Green Central, Ms. Nguyen
held executive positions with two other Green companies. She served as Vice President to an energy-efficient skylight company.
Ms. Nguyen was a lead banker on the reorganization of two green companies. Ms. Nguyen assisted one of the former green companies
in qualifying for a public listing. Ms. Nguyen also served as Vice President of Business Development for a minority-owned distribution
company which marketed green products whose majority shareholder was internationally known entertainer Smokey Robinson. In a brief
amount of time, Ms. Nguyen assisted this company in launching its Green Technology product.





19







Ms. Nguyen is also a Merchant Banking Consultant with iCapital
Finance, Inc., and the newly formed iCapital Advisory Group. Ms. Nguyen works as a liaison with iCapital's Joint Venture Partners
to provide additional financial services to iCapital clients through affiliations with AMPAC Tristate CDC (Certified SBA Lender).
Ms. Nguyen has been in Financial Services for the last 8 years, specializing in finance and business development. Previous companies
included Wells Fargo, Countrywide, and Master Financial. Ms. Nguyen worked with managing directors of iCapital on numerous projects
including the reorganization and funding of Ciralight Global, Inc. and Toshiba Display Systems. Ms. Nguyen is also a shareholder
in Wealthmakers, Inc., owners of Buyins.net. Ms. Nguyen graduated from University of California, Irvine with a B.A. in Business
and Biology.



Woodrow Clark, PhD –Dr. Clark 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. He lives with his wife, and their 4 year-old son
in Southern California.





20







Lane Harrison –Lane Harrison 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. He
is also listed in Who’s Who in American Colleges and Who’s Who in Executive and Professionals.



Code of Ethics



Premier has adopted a Code of Ethics and has filed it with the
Securities and Exchange Commission.



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 & Principal position |  | Year |      | Salary |  | Stock Awards |        | Option Awards |  | Non-Equity Incentive Plan Compensation Earnings |        | Non-Qualified Deferred Compensation Earnings |  | All other Compensation |   | Total
|------------------------- |  | ---- | ---- | ------ |  | ------------ | ------ | ------------- |  | ----------------------------------------------- | ------ | -------------------------------------------- |  | ---------------------- | - | -----
|Randall Letcavage         |  |      | 2012 |        |  | $            | 40,000 |               |  | $                                               | 0      |                                              |  | $                      | 0 |      
|CEO& CFO                  |  |      | 2011 |        |  | $            | 0      |               |  | $                                               | 0      |                                              |  | $                      | 0 |      
|Nancy Nguyen              |  |      | 2012 |        |  | $            | 74,000 |               |  | $                                               | 60,000 |                                              |  | $                      | 0 |      
|Secretary                 |  |      | 2011 |        |  | $            | 0      |               |  | $                                               | 0      |                                              |  | $                      | 0 |      
|Kevin Donovan             |  |      | 2012 |        |  | $            | 82,500 |               |  | $                                               | 60,000 |                                              |  | $                      | 0 |      
|CEO                       |  |      | 2011 |        |  | $            | 0      |               |  | $                                               | 0      |                                              |  | $                      | 0 |      



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



The following table provides information
concerning the compensation of the directors of Premier for the past fiscal year:



DIRECTOR COMPENSATION



|Name & Principal 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        |  | $                           | 0 |              |  | $             | 0 |                                                 |  | $                                            | 18,838 |                        |  | $    
|Lane Harrison             |  | $                           | 0 |              |  | $             | 0 |                                                 |  | $                                            | 0      |                        |  | $    
|Frank Shulte              |  | $                           | 0 |              |  | $             | 0 |                                                 |  |                                              |        |                        |  | $    
|Bobby Grisham             |  | $                           | 0 |              |  | $             | 0 |                                                 |  | $                                            | 56,550 |                        |  | $    



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





21







Corporate Governance



The Board of Directors is committed to maintaining strong corporate
governance principles and practices. The Board periodically reviews evolving legal, regulatory, and best practice developments
to determine those that will best serve the interests of its shareholders.



Meetings and Attendance



Premier’s Board of Directors is required by its bylaws
to hold regularly scheduled annual meetings. In addition to the annual meetings, it has the authority to call regularly scheduled
meetings and special meetings by resolution. Premier’s Board of Directors met four times during the past fiscal year.



All incumbent directors attended 100% of the meetings of the
Board of Directors during the last fiscal year.



Nominations of Directors



There are no material changes to the procedures by which stockholders
of Premier may recommend nominees to the Board of Directors of Premier.



Audit Committee



Premier does not have a standing audit
committee, pursuant to section 3(a)(58)(A) of the Securities Exchange Act of 1934.



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



The following table sets forth information
furnished to us with respect to the beneficial ownership of Premier’s common stock by (i) each executive officer, director
and nominee, and by all directors and executive officers as a group, and (ii) each beneficial owner of more than five percent of
its outstanding common stock, in each case as of December 31, 2012. Unless otherwise indicated, each of the persons listed has
sole voting and dispositive power with respect to the shares shown as beneficially owned.



The following table presents certain information
regarding beneficial ownership of Premier’s common stock as of December 31, 2012, by (i) each person known by us to be the
beneficial owner of more than 5% of the outstanding shares of Common stock, (ii) each director of Premier Holding Corporation.,
(iii) each named executive officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person
in the table has sole voting and investment power as to the shares shown.



22









|Name and Address                                                                             | Number of Shares | Percentage Owned
|-------------------------------------------------------------------------------------------- | ---------------- | ----------------
|                                                                                             |                  |                 
|Jack Gregory, M.D.
        Officer/Director 
4705 W. Addisyn Court
        Visalia, CA 93291 | 3,100,352        | 5.56%           
|                                                                                             |                  |                 
|GREEN CENTRAL HOLDINGS INC
18101 VON KARMAN 3RD FL
IRVINE, CA 92612                          | 14,053,595       | 25.19%          
|                                                                                             |                  |                 
|ICAPITAL ADVISORY LLC
18101 VON KARMEN
3RD FLOOR
IRVINE, CA 92612                            | 1,803,280        | 3.23%           
|                                                                                             |                  |                 
|WEPOWER ENERGY CORP
32 JOURNEY #250
ALISO VIEJO, CA 92656                                    | 16,497,695       | 29.57%          
|                                                                                             |                  |                 
|WEPOWER, LLC.
32 JOURNEY #250
ALISO VIEJO, CA 92656                                          | 1,803,280        | 3.23%           
|                                                                                             |                  |                 
|Nancy Nguyen
36 POTOMAC
IRVINE, CA 92620                                                     | 500,000          | .90%            
|                                                                                             |                  |                 
|KEVIN DONOVAN
PO BOX 10206
BEVERLY HILLS, CA 90213                                           | 500,000          | .90%            



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.



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



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



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





23







During 2011, an officer and director had advanced $70,636 to
Premier for the payment of general and administrative expenses. The advance was recorded as an interest free loan. Premier imputed
interest of $6,344, charging income and increasing additional paid in capital. The debt for the advance was retired with the issuance
of 139,885 shares of restricted stock with a fair value of $12,590, valued at $0.09 per share, based on the market price of Premier’s
stock, and a cash payment of $21,676 resulting in an increase to additional paid-in-capital of $48,957. In December 2011, an officer
and director made a capital contribution of $11,605 for operations.



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



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



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



Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



In February 2013, Premier retained Anton & Chia, LLC as
its principal accountants to audit the financial statements for the fiscal ended December 31, 2012. Premier understands the need
for its principal accountants to maintain objectivity and independence in their audit of Premier’s consolidated financial
statements. To minimize relationships that could appear to impair the objectivity of its principal accountants, the Audit Committee
has restricted the non-audit services that Premier’s principal accountants may provide to it primarily to tax services and
audit related services. Premier is only to obtain non-audit services from its principal accountants when the services offered by
its principal accountants are more effective or economical than services available from other service providers, and, to the extent
possible, only after competitive bidding.



Premier discharged its former auditors, M&K CPAS, PLLC in
April 2013. The reports on Premier Holding Corporation’s financial statements by M&K
CPAS, PLLC during the last fiscal year and any subsequent interim period did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles except to indicate that there
was substantial doubt about the Company’s ability to continue as a going concern. Also, there were no disagreements
with M&K CPAS, PLLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure during this time that, if not resolved to the satisfaction of M&K CPAS, PLLC, would have caused M&K CPAS,
PLLC to make a reference to the subject matter of any such disagreement in connection with its report on Premier Holding Corporation’s
consolidated financial statements.



Audit Fees



The aggregate fees billed since inception and related services
by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial
statements. Fees for 2012 and 2011 are $14,250 and $12,500 respectively, which is related to the review and audit of Premier’s
consolidated financial statements.





24







Tax Fees



No fees were paid to the former accountant for professional
services rendered by the principal accountant for tax compliance, tax advice and tax planning.



All Other Fees



No other fees were paid to the former accountant for any other
services.



Item 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES



| | (a) | The following documents are filed as part of this report:
| | --- | ---------------------------------------------------------



Report of Independent Registered Certified Public Accountant

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Stockholders’ Equity

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements





25











REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Board of Directors and Stockholders

Premier Holding Corporation.



We have audited the consolidated balance
sheet of Premier Holding Corporation (the “Company”) as of December 31, 2012 and the related statements of operations,
changes in stockholders' deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The
consolidated financial statements of the Company as of December 31, 2011, were audited by other auditors, whose report, dated March
30, 2012, expressed an unqualified opinion on those consolidated financial statements.



We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
An audit includes 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 audit provides a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,
2012 and the result of its operations and its cash flows for the year then ended, in conformity with accounting principles generally
accepted in the United States.



The consolidated financial statements have
been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the
Company has incurred an accumulated deficit of $9,141,928 from inception to December 31, 2012. 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 18, 2013

Newport Beach, CA







26











PREMIER HOLDING CORPORATION

(a development stage company)

Consolidated Balance Sheets



|                                                                                                                                                                   |  | December 31 |            |   | December 31 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------- | ---------- | - | ----------- | -
|                                                                                                                                                                   |  | 2012        |            |   | 2011        |  
|                                                                                                                                                                   |  |             |            |   |             |  
|Assets                                                                                                                                                             |  |             |            |   |             |  
|Current assets:                                                                                                                                                    |  |             |            |   |             |  
|Cash                                                                                                                                                               |  | $           | 44,311     |   |             | $
|Prepaid expenses                                                                                                                                                   |  |             | 15,467     |   |             |  
|Total current assets                                                                                                                                               |  |             | 59,778     |   |             |  
|                                                                                                                                                                   |  |             |            |   |             |  
|Intangible assets, net                                                                                                                                             |  |             | 269,980    |   |             |  
|Goodwill                                                                                                                                                           |  |             | 138,000    |   |             |  
|Other assets                                                                                                                                                       |  |             | 52,500     |   |             |  
|Total Assets                                                                                                                                                       |  | $           | 520,258    |   |             | $
|                                                                                                                                                                   |  |             |            |   |             |  
|Liabilities and Stockholders’ Equity                                                                                                                               |  |             |            |   |             |  
|Current liabilities:                                                                                                                                               |  |             |            |   |             |  
|Accounts payable                                                                                                                                                   |  | $           | 32,746     |   |             | $
|Note payable                                                                                                                                                       |  |             | 10,000     |   |             |  
|Related party payable                                                                                                                                              |  |             | 120,098    |   |             |  
|Net liabilities of discontinued operations                                                                                                                         |  |             | 116,138    |   |             |  
|Total current liabilities                                                                                                                                          |  |             | 278,982    |   |             |  
|                                                                                                                                                                   |  |             |            |   |             |  
|Shareholders’ Equity:                                                                                                                                              |  |             |            |   |             |  
|Common stock, par value $.0001,100,000,000 shares authorized, 55,794,549 and 44,007,000 shares issued and outstanding at December 31, 2012 and 2011, respectively. |  |             | 5,580      |   |             |  
|Additional paid-in-capital                                                                                                                                         |  |             | 9,167,625  |   |             |  
|Common stock payable                                                                                                                                               |  |             | 210,000    |   |             |  
|Deficit accumulated before development stage                                                                                                                       |  |             | (3,732,970 | ) |             |  
|Deficit accumulated during development stage                                                                                                                       |  |             | (5,408,958 | ) |             |  
|Total Shareholders’ Equity                                                                                                                                         |  |             | 241,276    |   |             |  
|Total Liabilities and Shareholders’ Equity                                                                                                                         |  | $           | 520,258    |   |             | $



See accompanying notes to financial statements.







27









PREMIER HOLDING CORPORATION

(a development stage company)

Consolidated Statements of Operations

For the years ended December 31, 2012 and 2011





|                                                                                   |  |              |            |   |                |   |            | May 18, 2007             | 
|---------------------------------------------------------------------------------- |  | ------------ | ---------- | - | -------------- | - | ---------- | ------------------------ | 
|                                                                                   |  |              |            |   |                |   |            | (re-entry to development | 
|                                                                                   |  | Years Ended  |            |   | stage) through |  
|                                                                                   |  | December 31, |            |   | December 31,   |  
|                                                                                   |  | 2012         |            |   | 2011           |   |            | 2012                     | 
|Revenues                                                                           |  | $            | –          |   |                | $ | 10,000     |                          | 
|Cost of Sales                                                                      |  |              | –          |   |                |   | 38,629     |                          | 
|Gross Loss                                                                         |  |              | –          |   |                |   | (28,629    | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Operating expenses:                                                                |  |              |            |   |                |   |            |                          | 
|Selling, general and administrative                                                |  |              | 1,328,576  |   |                |   | 3,087,833  |                          | 
|Amortization expense                                                               |  |              | 28,589     |   |                |   | –          |                          | 
|Total operating expenses                                                           |  |              | 1,357,165  |   |                |   | 3,087,833  |                          | 
|Operating loss                                                                     |  |              | (1,357,165 | ) |                |   | (3,116,462 | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Other income (expense):                                                            |  |              |            |   |                |   |            |                          | 
|Interest expense                                                                   |  |              | (1,295     | ) |                |   | (6,344     | )                        | 
|Other income                                                                       |  |              | –          |   |                |   | –          |                          | 
|Gain on investments                                                                |  |              | –          |   |                |   | –          |                          | 
|Loss on sale of investments                                                        |  |              | –          |   |                |   | –          |                          | 
|Total other expense                                                                |  |              | (1,295     | ) |                |   | (6,344     | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Loss from continuing operations before income taxes                                |  |              | (1,358,461 | ) |                |   | (3,122,806 | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Income taxes                                                                       |  |              | –          |   |                |   | –          |                          | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Loss from continuing operations                                                    |  |              | (1,358,461 | ) |                |   | (3,122,806 | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Loss from discontinued operations                                                  |  |              | (756,912   | ) |                |   | –          |                          | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Net loss                                                                           |  | $            | (2,115,372 | ) |                | $ | (3,122,806 | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Per common share basic and diluted:                                                |  |              |            |   |                |   |            |                          | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Net loss attributable to Premier Holding Corporation per share - basic and diluted |  |              |            |   |                |   |            |                          | 
|Loss from continuing operations                                                    |  |              | (1,358,461 | ) |                |   | (3,122,806 | )                        | 
|Basic loss per share                                                               |  |              | (0.03      | ) |                |   | (0.38      | )                        | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Net loss attributable to Premier Holding Corporation per share - diluted           |  |              |            |   |                |   |            |                          | 
|Loss from continuing discontinued operations                                       |  |              | (756,912   | ) |                |   | –          |                          | 
|Diluted loss per share                                                             |  |              | (0.02      | ) |                |   | –          |                          | 
|                                                                                   |  |              |            |   |                |   |            |                          | 
|Number of weighted average shares- basic and diluted                               |  |              | 47,892,487 |   |                |   | 8,293,295  |                          | 





See accompanying notes to financial statements.







28









PREMIER HOLDING CORPORATION

(a development stage company)

Statements of Cash Flows

For the years ended December 31, 2012 and 2011





|                                                                     |  |                     |            |   |                |   |            | May 18, 2007             | 
|-------------------------------------------------------------------- |  | ------------------- | ---------- | - | -------------- | - | ---------- | ------------------------ | 
|                                                                     |  |                     |            |   |                |   |            | (re-entry to development | 
|                                                                     |  | For the years ended |            |   | stage) through |  
|                                                                     |  | December 31,        |            |   | December 31,   |  
|                                                                     |  | 2012                |            |   | 2011           |   |            | 2012                     | 
|Operating Activities:                                                |  |                     |            |   |                |   |            |                          | 
|Net loss                                                             |  | $                   | (2,115,372 | ) |                | $ | (3,122,806 | )                        | 
|Adjustments to reconcile net loss to cash used in operations:        |  |                     |            |   |                |   |            |                          | 
|Common stock issued for services                                     |  |                     | 360,000    |   |                |   | –          |                          | 
|Stock options issued for services                                    |  |                     | 115,930    |   |                |   | 3,038,105  |                          | 
|Amortization expense                                                 |  |                     | 28,589     |   |                |   | –          |                          | 
|Impairment loss                                                      |  |                     |            |   |                |   | 17,024     |                          | 
|Loss on sale of investments                                          |  |                     |            |   |                |   | –          |                          | 
|Imputed interest expense                                             |  |                     | 298        |   |                |   | 6,344      |                          | 
|Change in operating assets and liabilities:                          |  |                     |            |   |                |   |            |                          | 
|Prepaid expenses                                                     |  |                     | (15,467    | ) |                |   | –          |                          | 
|Accounts payable                                                     |  |                     | 32,746     |   |                |   | –          |                          | 
|Net liabilities of discontinued operations                           |  |                     | 116,138    |   |                |   | –          |                          | 
|Net cash used in operating activities                                |  | $                   | (1,477,138 | ) |                | $ | (61,333    | )                        | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Investing Activities:                                                |  |                     |            |   |                |   |            |                          | 
|Purchase of investments                                              |  | $                   | –          |   |                | $ | –          |                          | 
|Payment for acquisition of Active ES                                 |  |                     | (31,570    | ) |                |   | –          |                          | 
|Payments for Investment in "The Power Company"                       |  |                     | (52,500    | ) |                |   |            |                          | 
|Proceeds from the sale of investments                                |  |                     | –          |   |                |   | –          |                          | 
|Net cash used in investing activities                                |  | $                   | (84,070    | ) |                | $ | –          |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Financing Activities:                                                |  |                     |            |   |                |   |            |                          | 
|Capital contributed for operations by related parties                |  | $                   | –          |   |                | $ | 11,605     |                          | 
|Net advances from related parties                                    |  |                     | –          |   |                |   | 48,960     |                          | 
|Proceeds from  notes payable                                         |  |                     | (5,000     | ) |                |   |            |                          | 
|Proceeds from  related party payable                                 |  |                     | 120,098    |   |                |   |            |                          | 
|Proceeds from issuance of common stock                               |  |                     | 1,230,473  |   |                |   | 250,000    |                          | 
|Net cash provided by financing activities                            |  | $                   | 1,345,571  |   |                | $ | 310,565    |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Net increase (decrease) in cash and cash equivalents                 |  | $                   | (215,637   | ) |                | $ | 249,232    |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Cash at beginning of period                                          |  | $                   | 259,948    |   |                | $ | 10,716     |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Cash at end of period                                                |  | $                   | 44,311     |   |                | $ | 259,948    |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Cash paid for income taxes                                           |  | $                   | –          |   |                | $ | –          |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Cash paid for interest                                               |  | $                   | –          |   |                | $ | –          |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Supplemental Schedule of Non-Cash Investing and Financing Activities |  |                     |            |   |                |   |            |                          | 
|Debt Extinguished from Issuance of Common Stock                      |  | $                   | –          |   |                | $ | 146,666    |                          | 
|                                                                     |  |                     |            |   |                |   |            |                          | 
|Common Stock Issued for acquired assets                              |  | $                   | 180,000    |   |                | $ | 17,024     |                          | 
|Common Stock Payable for acquired Assets                             |  | $                   | 210,000    |   |                |   |            |                          | 
|Cashless exercise of warrants                                        |  | $                   | 40,542     |   |                |   |            |                          | 
|Note payable for acquired assets.                                    |  | $                   | 15,000     |   |                |   |            |                          | 



See accompanying notes to financial statements.







29









PREMIER HOLDING CORPORATION

(a development stage company)

Consolidated Statements of Shareholder's Equity





|                                                                  |  |              |            |   |         |   |       |            |  |   |             |  |  | Retained    |         |  | Deficit     |   |            |       | 
|----------------------------------------------------------------- |  | ------------ | ---------- | - | ------- | - | ----- | ---------- |  | - | ----------- |  |  | ----------- | ------- |  | ----------- | - | ---------- | ----- | 
|                                                                  |  |              |            |   |         |   |       |            |  |   |             |  |  | Earnings    |         |  | Accumulated |   |            |       | 
|                                                                  |  |              |            |   |         |   |       | Additional |  |   | Common      |  |  | Prior to    |         |  | During      |   |            |       | 
|                                                                  |  | Common Stock |            |   | Paid-in |   |       | Stock      |  |   | Development |  |  | Development |         |  |             |  
|                                                                  |  | Shares       |            |   | Amount  |   |       | Capital    |  |   | Payable     |  |  | Stage       |         |  | Stage       |   |            | Total | 
|Balance, May 18, 2007                                             |  |              | 1,510,665  |   |         | $ | 151   |            |  | $ | 3,732,819   |  |  | $           | –       |  |             | $ | (3,732,970 | )     | 
|Stock issued for payment reimbursement and services by CEO        |  |              | 3,491,250  |   |         |   | 349   |            |  |   | 83,441      |  |  |             | –       |  |             |   | –          |       | 
|Net loss                                                          |  |              | –          |   |         |   | –     |            |  |   | –           |  |  |             | –       |  |             |   | –          |       | 
|Balance, December 31, 2007                                        |  |              | 5,001,915  |   |         |   | 500   |            |  |   | 3,816,260   |  |  |             | –       |  |             |   | (3,732,970 | )     | 
|Net loss                                                          |  |              | –          |   |         |   | –     |            |  |   | –           |  |  |             | –       |  |             |   | –          |       | 
|Balance, December 31, 2008                                        |  |              | 5,001,915  |   |         |   | 500   |            |  |   | 3,816,260   |  |  |             | –       |  |             |   | (3,732,970 | )     | 
|Net loss                                                          |  |              | –          |   |         |   | –     |            |  |   | –           |  |  |             | –       |  |             |   | –          |       | 
|Balance, December 31, 2009                                        |  |              | 5,001,915  |   |         |   | 500   |            |  |   | 3,816,260   |  |  |             | –       |  |             |   | (3,732,970 | )     | 
|Cancellation of Stock                                             |  |              | (757,125   | ) |         |   | (76   | )          |  |   | 76          |  |  |             | –       |  |             |   | –          |       | 
|Net loss                                                          |  |              | –          |   |         |   | –     |            |  |   | –           |  |  |             | –       |  |             |   | –          |       | 
|Balance December 31, 2010                                         |  |              | 4,244,790  |   |         |   | 424   |            |  |   | 3,816,336   |  |  |             | –       |  |             |   | (3,732,970 | )     | 
|Common Stock issued for payment reimbursement and services by CEO |  |              | 4,210,970  |   |         |   | 422   |            |  |   | 146,244     |  |  |             | –       |  |             |   | –          |       | 
|Common Stock issued for acquisitions                              |  |              | 30,551,290 |   |         |   | 3,055 |            |  |   | 3,052,074   |  |  |             | –       |  |             |   | –          |       | 
|Common Srock issued for cash                                      |  |              | 5,000,000  |   |         |   | 500   |            |  |   | 249,500     |  |  |             | –       |  |             |   | –          |       | 
|Imputed interest                                                  |  |              | –          |   |         |   | –     |            |  |   | 6,344       |  |  |             | –       |  |             |   | –          |       | 
|Contributed capital                                               |  |              | –          |   |         |   | –     |            |  |   | 11,605      |  |  |             | –       |  |             |   | –          |       | 
|Net loss                                                          |  |              | –          |   |         |   | –     |            |  |   | –           |  |  |             | –       |  |             |   | –          |       | 
|Balance as of December 31, 2011                                   |  |              | 44,007,020 |   |         |   | 4,401 |            |  |   | 7,282,103   |  |  |             | –       |  |             |   | (3,732,970 | )     | 
|Common Stock Options & warrants issued for services               |  |              |            |   |         |   |       |            |  |   | 115,930     |  |  |             |         |  |             |   |            |       | 
|Common Stock issued after exercise of warrants                    |  |              | 375,000    |   |         |   | 38    |            |  |   | 4,420       |  |  |             |         |  |             |   |            |       | 
|Common Stock issued for services                                  |  |              | 2,740,000  |   |         |   | 274   |            |  |   | 359,726     |  |  |             |         |  |             |   |            |       | 
|Common Stock issued for cash                                      |  |              | 7,922,529  |   |         |   | 792   |            |  |   | 1,225,223   |  |  |             |         |  |             |   |            |       | 
|Common Stock issued for acquisition of Active ES                  |  |              | 750,000    |   |         |   | 75    |            |  |   | 179,925     |  |  |             |         |  |             |   |            |       | 
|Common Stock payable for acquisition of Active ES                 |  |              |            |   |         |   |       |            |  |   |             |  |  |             | 210,000 |  |             |   |            |       | 
|Imputed interest                                                  |  |              |            |   |         |   |       |            |  |   | 298         |  |  |             |         |  |             |   |            |       | 
|Net loss                                                          |  |              |            |   |         |   |       |            |  |   |             |  |  |             |         |  |             |   |            |       | 
|Balance, December 31, 2012                                        |  |              | 55,794,549 |   |         | $ | 5,580 |            |  | $ | 9,167,625   |  |  | $           | 210,000 |  |             | $ | (3,732,970 | )     | 





See accompanying notes to financial statements.







30







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors

Premier Holding Corporation

(A Development Stage Company)



We have audited the accompanying balance
sheet of Premier Holding Corporation (the “Company”) (A Development Stage Company) as of December 31, 2011, and the
related statement of operations, stockholders' equity (deficit) and cash flows for the year then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audit.



We conducted our audit in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the 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 audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Premier Holding Corporation as of December
31, 2011, and the results of its operations and cash flows for the period described above in conformity with accounting principles
generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the
Company does not have significant sources of revenue, which raises substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

March 30, 2012





31









PREMIER HOLDING CORPORATION



(a development stage company)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 – DESCRIPTION OF BUSINESS



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

27

WEPOWER Ecolutions Inc. is a U.S. energy
service company based in the Los Angeles area offers renewable energy production and energy efficiency products and services to
commercial middle market companies, Fortune 500 brands, and developers and management companies of large scale residential developments.
WEPOWER Ecolutions Inc. business is focused as an integrator of clean technology solutions in the U.S., with strategic expansion
plans in Latin America, Asia and Europe. WEPOWER Ecolutions Inc,s core business expects to deliver green solutions, branded specifically
as "ecolutions", which include best-of-class alternative energy technology portfolio in wind turbines, solar power systems,
green roofs, smart lighting controls, LED lighting, battery storage power plants, energy and power control management systems,
fuel reduction solutions for transportation and other clean technologies specific to its market. Additional integrated business
offerings will include direct energy services as power purchase agreements (PPAs), energy financing and leasing of solar and wind-powered
generation programs in urban and rural real estate environments.



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.





NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis
of Presentation



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





32







Principles
of Consolidation



The
consolidated financial statements include the accounts of WEPOWER Ecolutions, Inc. All significant intercompany transactions have
been eliminated in consolidation.



Use of Estimates



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



Cash and Cash Equivalents



Cash and cash equivalents include short-term
cash investments that have an initial maturity of 90 days or less. Premier had no cash equivalents as of December 31, 2012 and
2011.



Revenue
Recognition



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



Earnings/Loss Per Share



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



Income Tax



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





33







Stock-Based Compensation



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



Goodwill
and Other Intangible Assets



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



As of December
31, 2012, amortizable intangible assets consist of patents, trade names, trademarks, domain names, website emails, and non compete
agreements.  See Note 4 for further information regarding the acquisition and amortization of these intangible
assets. These intangibles are being amortized on a straight line basis over their estimated useful lives, two to ten years.  For
the year ended December 31, 2012, Premier recorded amortization of our intangible assets of $28,589.



Recent Accounting Pronouncements



The adoption of these accounting standards
had the following impact on Premier’s statements of income and financial condition:



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





34







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



In December 2011, the FASB issued ASU No.
2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11
require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable
users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU
2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.
We are evaluating the effect, if any, adoption of ASU 2011-11 will have on our consolidated financial statements.



In February 2013, the FASB issued ASU No.
2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination
of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI).
The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However,
the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement
of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be
cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim
reporting periods beginning after December 15, 2012. We are evaluating the effect, if any, the adoption of ASU 2013-02 will have
on our consolidated financial statements.



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:





35







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 and cash equivalents, accounts receivable, accounts payable, related party payable and
accrued liabilities. The estimated fair value of cash, accounts receivable, accounts payable, related party payable and accrued
liabilities approximate their carrying amounts due to the short-term nature of these instruments.



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



Concentration of Credit Risk



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



Loss From Discontinued Operations



Loss from discontinued operations of $756,912
for the year ended December 31, 2012 consisted of the losses from operations of our discontinued subsidiary, WEPOWER.Ecolutions
Inc. Our losses from discontinued operations did not impact our cash position.



RECENTLY ISSUED AND ADOPTED ACCOUNTING
PRONOUCEMENTS



Adopted



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





36







Effective January 2012, the Company adopted
ASU No. 2011-05, “Presentation of Comprehensive Income (ASU 2011-05)”. ASU 2011-05 is intended to increase the prominence
of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of
the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement
of comprehensive income or in two separate but consecutive statements. In December 2011, the



FASB issued ASU No. 2011-12, “Comprehensive
Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).” ASU 2011-12 defers the provisions of
ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement
of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively
for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not
have a material impact on the consolidated financial statements and related disclosures.



Not Yet Adopted



In December 2011, the FASB issued ASU No.
2011-11: Balance Sheet (topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements
mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement
of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement.
In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or
similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented.
We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements and related disclosures.



In February 2013, the FASB issued ASU No.
2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02)”. This guidance is
the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive
income (“AOCI”). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component,
on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety
to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively
for annual and interim reporting periods beginning after December 15, 2012. 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 American Institute of Certified Public Accountants, and the
United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
present or future financial statements.





37







NOTE 3 – DEVELOPMENT STAGE COMPANY
& GOING CONCERN



The Company has
sustained operating losses of $9,141,928 since inception. The Company’s continuation as a going concern is dependent on management’s
ability to develop profitable operations, and / or obtain additional financing from its stockholders and / or other third parties.



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



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



NOTE 4 – ACQUISITION



Active ES Lighting Controls, Inc.
Acquisition



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



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

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

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

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

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



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



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





38







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



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



The purchase price consisted of the
following:



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



Estimated Useful Lives of Acquired
Intangibles



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



|                           |  |  |  |  |  |  |  |  | LIFE
|-------------------------- |  |  |  |  |  |  |  |  | ----
|IP/Technology - Patents    |  |  |  |  |  |  |  |  |     
|Non-compete Agreement      |  |  |  |  |  |  |  |  |     
|Trademarks & Service Marks |  |  |  |  |  |  |  |  |     
|Goodwill                   |  |  |  |  |  |  |  |  |     



NOTE 5 – GOODWILL & PURCHASED INTANGIBLES



As required under ASC 350, Intangibles
- Goodwill and Other, goodwill is separately disclosed from other intangible assets on the balance sheet and not amortized,
and is tested for impairment on at least an annual basis.



The following table presents details
of Premier’s total purchased intangible assets as of December 31, 2012:



|                           |  | Balance 01/01/2012 |   | Additions |  | Amortization |         | Impairment |  | Balance 12/31/12
|-------------------------- |  | ------------------ | - | --------- |  | ------------ | ------- | ---------- |  | ----------------
|                           |  |                    |   |           |  |              |         |            |  |                 
|IP/Technology – Patents    |  | $                  | – |           |  | $            | 167,570 |            |  | $               
|Non-compete Agreement      |  |                    | – |           |  |              | 76,000  |            |  |                 
|Trademarks & Service Marks |  |                    | – |           |  |              | 55,000  |            |  |                 
|                           |  |                    |   |           |  |              |         |            |  |                 
|                           |  | $                  | – |           |  | $            | 298,570 |            |  | $               



During the Year
ended December 31, 2012, Premier recorded amortization expense related to the purchased intangibles of $28,589, which is included
in amortization expense in the Statement of Operations. No amortization expense was recorded for the period ended December
31, 2011.





39







NOTE 6 – NOTE PAYABLE



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



NOTE 7 – RELATED PARTY TRANSACTIONS



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



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



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



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



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



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



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



See below for the purchase price allocation:



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



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





40







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



See below for the purchase price allocation:



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



As
of December 31, 2012, several related parties were owed funds pertaining to operating expenses incurred during the period. Green
Central Holdings Inc. was owed $51,397; and WEPOWER, LLC was owed $42,000; and I Capital Advisory LLC $26,700, totaling $120,098.
No related parties were owed monies as of December 31, 2011. Imputed interest of $298 was charged for the year ended December 31,
2012; no amounts were charged during the period ended December 31, 2011.



NOTE 8 – CAPITAL STOCK TRANSACTIONS



Common Stock



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



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



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



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





41







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



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



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



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

44

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



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



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



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



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



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



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





42







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



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



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



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



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



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





43







Common Stock Options



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



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



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



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



A summary of option activity as of
December 31, 2012 and changes during the year ended is presented below:



|                                                    |  | Number Outstanding |           | Weighted-Average Exercise Price Per Share |  | Weighted-Average Remaining Contractual
    Life (Years)
|--------------------------------------------------- |  | ------------------ | --------- | ----------------------------------------- |  | -------------------------------------------------------
|Outstanding at January 1, 2012                      |  |                    | –         |                                           |  | $                                                      
|Granted                                             |  |                    | 1,149,140 |                                           |  |                                                        
|Exercised                                           |  |                    | –         |                                           |  |                                                        
|Canceled/forfeited/expired                          |  |                    | 999,140   |                                           |  |                                                        
|Outstanding at December 31, 2012                    |  |                    | 150,000   |                                           |  | $                                                      
|                                                    |  |                    |           |                                           |  |                                                        
|Options vested and exercisable at December 31, 2012 |  |                    | 150,000   |                                           |  | $                                                      







44







Common Stock Warrants



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



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



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



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



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



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





45







NOTE 9- DISCONTINUED OPERATIONS



Premier acquired assets from WEPOWER, LLC
at year 2011. WEPOWER, Ecolutions Inc. was expected to offer clean energy products and services to commercial markets and developers
and management companies of large scale residential developments. In year 2012, WEPOWER Ecolutions Inc is classified as held for
sale under the requirements of ASC 360-10-45-9, and therefore, the result of its operation is reported in discontinued operations
in accordance with ASC 205-20-45-3. The transactions contemplated by the Purchase Agreement were deemed to be effective as of January
7, 2013 (see Note 10).



Summarized operating results of WEPOWER Ecolutions Inc. discontinued
operations are as follows:





|                                  |  |   | December 31, |  
|--------------------------------- |  | - | ------------ | -
|                                  |  |   | 2012         |  
|Revenue                           |  | $ | –            |  
|Loss from discontinued operations |  |   | (756,912     | )







Loss from discontinued operations represented the net operating
loss of the subsidiary



As of December 31, 2012 and 2011, there are no assets and liabilities
of WEPOWER Ecolutions Inc. included in the accompanying balance sheets.



NOTE 10 – SUBSEQUENT EVENTS



On January 7, 2013, Premier Holding Corporation
(“PRHL”), acting through its wholly owned subsidiary, WEPOWER Ecolutions, Inc., completed the sale of assets under
an Asset Purchase Agreement with WEPOWER Eco Corp., a newly formed entity, controlled by Kevin B. Donovan, PRHL’s former
CEO. PRHL sold certain assets related solar energy, wind power projects, energy efficiency projects in real estate and fuel efficiency
for diesel and gasoline engines for a note payable for $5,000,000, (preliminary valuation on the note is $869,000). WEPOWER Eco
Corp. assumed $104,000 in liabilities, acquired three patents, six trademarks, and twenty eight contracts. Further, PRHL and WEPOWER
Eco Corp. agreed to certain exclusive business opportunities, fifteen exclusive opportunities and nineteen exclusive for six months.
A Mutual General Release between PRHL, WEPOWER Ecolutions, Inc., WEPOWER Eco Corp., and the former directors and officers, Kevin
Donovan, Frank Schulte, and Thomas C. Lynch was signed, and executed on January 4th 2013 releasing all parties from
all claims, from whatever source.



On February 26, 2013 We Power Ecolutions, Inc changed its name
to Energy Efficiency Experts Inc.



On February 28, 2013, Premier Holding Corporation
(“PRHL”) and the Power Company USA, LLC, (TPC) a limited liability company organized under the laws of Illinois closed
the Purchase Agreement to acquire 80% ownership of the TPC. The parties agreed to a Six Million ($6,000,000) purchase price payable
with 30,000,000 shares of PRHL common stock based upon the average price during the prior 20 trading days. TPC's business model
capitalizes on the deregulation of energy provided by the National Energy Policy Act of 1992 (NEPA 1992), and over the last two
years, the principles at TPC designed a proprietary computer model and system whereby commercial and residential clients can chose
from numerous power suppliers to garner the lowest rates and/or structured programs that best suit their needs.





46







| | (b) | The following exhibits are filed as part of this report:
| | --- | --------------------------------------------------------







|Exhibit Number | Description                                                                                                        
|-------------- | -------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                    
|Exhibit 31.1   | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 302
|Exhibit 31.2   | Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302                                
|Exhibit 32.1   | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 906
|Exhibit 32.2   | Certification of Principal Executive Officer pursuant
to Sarbanes-Oxley Section 906                                
|101.INS XBRL   | Instance Document *                                                                                                
|101.SCH XBRL   | Taxonomy Extension Scheme *                                                                                        
|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 Presentation Linkbase *                                                                                   



________________

* to be filed by amendment











47







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 22, 2013 | PREMIER HOLDING CORP.
        Registrant
        
        By: /s/ RANDALL M. LETCAVAGE
        RANDALL M. LETCAVAGE
        CHIEF EXECUTIVE OFFICER
        PRINCIPAL 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 22, 2013  | By: /s/ RANDALL M. LETCAVAGE
        RANDALL M. LETCAVAGE
        DIRECTOR                                                                                                                                              
|-------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: April 22, 2013 | By: /s/ WOODROW CLARK
        WOODROW CLARK
        DIRECTOR                                                                                                                                                            
|Date: April 22, 2013 | By: /s/ LANE HARRISON
        LANE HARRISON
        DIRECTOR                                                                                                                                                            
|Date: April 22, 2013 | By:
                                                          /s/ Nancy Nguyen
                                                          Nancy
Nguyen
                                                          Director







48