UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 1



(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, 2016



or



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

For the transition period from __________________________
to __________________________



Commission file number 000-53824







PREMIER HOLDING CORPORATION

(Exact
name of registrant as specified in its charter)



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



1382 Valencia, Unit F, Tustin, CA
92780

(Address of principal executive offices)
(Zip Code)



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



Securities registered pursuant to Section
12(b) of the Act:



|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | N/A                                      



Securities registered pursuant to section
12(g) of the Act:



Shares of common stock with a par
value of $0.0001

(Title of class)



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



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 [ ]



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



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 small reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” a “smaller reporting company” and an “emerging
growth company” in Rule 12b-2 of the Exchange Act.



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



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



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



The aggregate market value of the voting
and non-voting common stock held by non-affiliates of the registrant as of June 30, 2016 was $15,572,373 as computed by reference
to the closing price of such common stock on the OTCQB on such date.



The number of shares outstanding of each
of the registrant’s classes of common stock, as of the latest practicable date was 443,328,083 shares of common stock as
of November 21, 2017.















EXPLANATORY NOTE



This Amendment No.
1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K of Premier Holding Corporation (the
“Company,” “we”, “our” and “us”) for the year ended December 31, 2016, as filed
by the registrant on March 31, 2017 (the “Original Filing”). The purpose of this Amendment No. 1 is based on comments
from the staff of the U.S. Securities & Exchange Commission (the “SEC”) requesting that the Company expand its
disclosures on the nature of certain expenses during the year ended December 31, 2016 in the Company’s Results of Operations
in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations as follows:



“The increase
in selling, general and administrative expenses for the year ended December 31, 2016, compared to the year ended December 31, 2015
is due primarily to an increase in consulting expense from share-based payments to outside consultants. These consulting services
included advisory services related to strategic planning, business development, equity and debt financings, and investor and public
relations.”



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



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



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











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PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



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



*       Filed
herewith.













































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SIGNATURES



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



PREMIER HOLDING CORPORATION



|By | /s/ Randall Letcavage                                                                                                          | 
|-- | ------------------------------------------------------------------------------------------------------------------------------ | 
|   | Randall Letcavage                                                                                                              | 
|   | Chief Executive Officer & Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) | 
|   | Date:  November 21, 2017                                                                                                       | 



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.



|By | /s/ Randall Letcavage              | 
|-- | ---------------------------------- | 
|   | Randall Letcavage                  | 
|   | Chairman of the Board of Directors | 
|   | Date:  November 21, 2017           | 



|By | /s/ Woodrow Clark        | 
|-- | ------------------------ | 
|   | Woodrow Clark            | 
|   | Director                 | 
|   | Date:  November 21, 2017 | 



|By | /s/ Lane Harrison        | 
|-- | ------------------------ | 
|   | Lane Harrison            | 
|   | Director                 | 
|   | Date:  November 21, 2017 | 



|By | /s/ Robert Baron         | 
|-- | ------------------------ | 
|   | Robert Baron             | 
|   | Director                 | 
|   | Date:  November 21, 2017 | 

























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