• Filing Date: 2016-11-15
  • Form Type: 10-Q/A
  • Description: Quarterly report (Amendment)
v3.5.0.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2016
Nov. 14, 2016
Document And Entity Information    
Entity Registrant Name PREMIER HOLDING CORP.  
Entity Central Index Key 0001030916  
Document Type 10-Q  
Document Period End Date Sep. 30, 2016  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   328,554,007
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2016  
v3.5.0.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Current Assets    
Cash $ 1,914,492 $ 395,726
Accounts Receivable, net 477,842 444,843
Prepaid expenses 125,438 102,418
Inventory 20,102 82,533
Related party receivable 67,879 0
Total Current Assets 2,605,753 1,025,520
Equipment, net 181,066 134,745
Goodwill 4,000,000 4,000,000
Deposit 125,000 0
Total Assets 6,911,819 5,160,265
Current Liabilities:    
Accounts payable and accrued liabilities 709,456 508,083
Accounts payable - related party 106,967 171,081
Convertible note, net 1,161,939 1,780,482
Notes payable 64,182 98,668
Lawsuit liability 0 26,000
Derivative liability 1,086,000 1,484,000
Total Liabilities 3,128,544 4,068,314
Commitments and Contingencies (Note 9)
Stockholders' Equity:    
Common stock, $0.0001 par value, 450,000,000 shares authorized; 327,929,007 and 204,400,850 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively 32,793 20,440
Common stock to be issued 584,000 4,000
Treasury stock (869,000) (869,000)
Additional paid in capital 33,205,513 26,108,346
Accumulated deficit (28,711,656) (23,796,018)
Total Premier Holding Corporation stockholders' equity 4,241,695 1,467,813
Non-controlling interest (458,420) (375,862)
Total Stockholders' Equity 3,783,275 1,091,951
Total Liabilities and Stockholders' Equity 6,911,819 5,160,265
Preferred Stock [Member]    
Stockholders' Equity:    
Preferred Stock 0 0
Series A Preferred Stock [Member]    
Stockholders' Equity:    
Preferred Stock 20 20
Series B Preferred Stock [Member]    
Stockholders' Equity:    
Preferred Stock $ 25 $ 25
v3.5.0.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2016
Dec. 31, 2015
Stockholders' Equity:    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, authorized shares 450,000,000 450,000,000
Common stock, issued shares 327,929,007 204,400,850
Common stock, outstanding shares 327,929,007 204,400,850
Preferred Stock [Member]    
Stockholders' Equity:    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, authorized shares 42,750,000 42,750,000
Preferred stock, issued shares 0 0
Preferred stock, outstanding shares 0 0
Series A Preferred Stock [Member]    
Stockholders' Equity:    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, authorized shares 7,000,000 7,000,000
Preferred stock, issued shares 200,000 200,000
Preferred stock, outstanding shares 200,000 200,000
Series B Preferred Stock [Member]    
Stockholders' Equity:    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, authorized shares 250,000 250,000
Preferred stock, issued shares 250,000 250,000
Preferred stock, outstanding shares 250,000 250,000
v3.5.0.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Revenue        
TPC commission revenue $ 984,676 $ 1,163,088 $ 3,279,690 $ 3,326,636
Product revenue 145,730 156,983 369,451 385,926
Total Revenue 1,130,406 1,320,071 3,649,141 3,712,562
Cost of Sales 100,457 147,546 339,742 307,573
Gross Profit 1,029,949 1,172,525 3,309,399 3,404,989
Operating expenses:        
Selling, general and administrative 2,511,042 1,791,905 7,196,512 5,340,148
Total operating expenses 2,511,042 1,791,905 7,196,512 5,340,148
Operating loss (1,481,093) (619,380) (3,887,113) (1,935,159)
Other income (expense):        
Interest expense (952,157) (146,060) (1,769,083) (256,819)
Gain on change in fair value of derivative liability 462,000 0 658,000 0
Total other expense, net (490,157) (146,060) (1,111,083) (256,819)
Loss before income taxes, non-controlling interest, and discontinued operations (1,971,250) (765,440) (4,998,196) (2,191,978)
Income taxes 0 0 0 0
Loss before non-controlling interest and discontinued operations (1,971,250) (765,440) (4,998,196) (2,191,978)
Discontinued operations        
Loss from discontinued operations 0 0 0 (278,463)
Gain on disposal of LP&L 0 0 0 1,852,884
Income from discontinued operations 0 0 0 1,574,421
Net Loss (1,971,250) (765,440) (4,998,196) (617,557)
Net Loss attributable to non-controlling interest 375,862 (7,046) 82,558 3,423
Net loss attributable to Premier Holding Corporation (1,595,388) (772,486) (4,915,638) (614,134)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted        
Loss attributable to continuing operations $ (1,595,388) $ (772,486) $ (4,915,638) $ (2,188,555)
Net loss per common share - basic and diluted $ (.01) $ 0.00 $ (.02) $ (.01)
Net Loss Attributable to Premier Holding Corporation per share - basic and diluted        
Loss from discontinued operations $ 0 $ 0 $ 0 $ (278,463)
Net loss per common share from discontinued operations - basic and diluted $ 0 $ 0 $ 0 $ 0.00
Weighted average number of common shares - basic and diluted 254,064,890 187,643,814 231,090,242 187,551,462
v3.5.0.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Cash Flows from Operating Activities:    
Net loss $ (4,998,196) $ (617,557)
Adjustments to reconcile net loss to net cash used in operating activities:    
Gain on disposal of LP&L 0 (1,852,884)
Shares based payments issued for services 992,799 147,938
Gain on change in fair value of derivative liability (658,000) 0
Warrants and options issued for services 0 358,072
Depreciation and amortization expense 30,378 10,020
Amortization of debt discounts 1,448,355 0
Changes in operating assets and liabilities:    
Accounts receivable (32,999) (238,001)
Prepaid expenses (23,020) (48,363)
Inventory 62,431 (82,975)
Accounts payable and accrued liabilities 201,373 (361,848)
Net cash used by discontinued operations 0 415,292
Net cash used in operating activities (2,976,879) (2,270,305)
Cash Used in Investing activities:    
Purchase of equipment (76,699) (67,162)
Purchase of subsidiary - AIC, LLC (125,000) 0
Net cash provided by discontinued operations 0 57,526
Net cash used in investing activities (201,699) (9,636)
Cash Flows from Financing activities:    
Net advances from related party (131,993) (202,233)
Proceeds (payment) for notes payable (34,486) 41,891
Proceeds from common stock payable 580,000 1,625
Proceeds from sale of common stock 4,014,823 208,206
Proceeds from convertible notes payable 295,000 2,006,074
Payment of lawsuit liability (26,000) 0
Net cash provided by financing activities 4,697,344 2,055,563
Net change in cash 1,518,766 (224,378)
Cash at beginning of period 395,726 673,092
Cash at end of period 1,914,492 448,714
Supplemental Information:    
Interest 286,545 148,841
Income taxes 0 0
Non-Cash Investing and Financing Activities:    
Debt discount due to warrants included with convertible notes 70,398 565,519
Debt discount due to derivative liabilities 545,000 0
Debt discount in excess of debt charged to interest expense 444,000 0
Resolution of derivative liabilities to due debt conversions 514,067 0
Common stock issued for conversion of debt 1,302,500 0
Common stock returned to treasury $ 101 $ 0
v3.5.0.2
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2016
NATURE OF OPERATIONS AND BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Company Overview

 

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

 

The Company 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, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from OVM International Holding Corporation to Premier Holding Corporation. The Company is organized with a holding company structure such that the Company provides financial and management expertise, which includes access to capital, financing, legal, insurance, mergers, acquisitions, joint ventures and management strategies for its subsidiaries.

 

In 2012, the Company acquired a unique marquee technology for energy efficient lighting, the E-Series controller developed by Active ES. This patented technology provides an upgrade for existing HID lamps for high-bay indoor and outdoor applications where the other then current options for efficiency were new and untested, and expensive. This technology is being marketed by E3.

 

In the first quarter of 2013, the Company acquired an 80% stake in TPC, a deregulated power broker in Illinois. By the end of that quarter, TPC had over 11,000 clients and has been adding between 1,000 and 3,000 clients per month. The Company now has sold well over 200,000 residential contract equivalents (“RCEs”) and typically closes over 5,000 contracts per month. TPC has also contracted nearly 5,000 commercial/industrial clients to date, such as small businesses, warehouses and distribution centers, which are then candidates for E3.

 

On October 22, 2014, the Company entered into a Membership Purchase Agreement (“Agreement”) to acquire 85% of the membership interests of Lexington Power & Light, LLC (“LP&L”) from its owners. LP&L was incorporated under the laws of the State of New York on July 8, 2010 as a Limited Liability Company. LP&L marketed and sold electricity and natural gas to both commercial and residential customers located primarily in five boroughs of New York City and on Long Island. The Company purchased electricity and natural gas on a wholesale basis pursuant to a combined supply and credit facility agreement. Under the Agreement, the Company was to acquire 85% of LP&L on the closing date for 7,500,000 shares of common stock and $500,000 in Promissory Notes, plus earn-out payments based upon EBITDA milestones during the 12 months following the closing date. Under the terms of the Agreement, the Company had a contingent funding obligation of $1,000,000 of which $500,000 will be used as working capital for LP&L, had the option to acquire the remaining 15% of LP&L until December 31, 2018 for $20,000,000 payable 1/2 in cash and 1/2 in common stock and was to limit its board of directors to five persons, with the members of LP&L having the right to appoint one board member. On April 7, 2015, the Agreement was terminated as per our default on our purchase obligations for the acquisition due to the non-performance of LP&L under the terms of the Agreement.

 

On May 6, 2016, we entered into a definitive agreement with WWCD, LLC, a company incorporated in the State of Illinois (“WWCD”), to acquire for $125,000 all membership units, including all licenses and contracts held, of American Illuminating Company, LLC, a Connecticut limited liability company (“AIC”), a company owned by WWCD. AIC is a FERC-licensed supplier of deregulated energy. Consummation of the acquisition of AIC is subject to FERC approval, which has not yet been granted. After final notifications and filings with regulatory agencies are complete, AIC is expected to begin supplying power immediately to our customers, will recruit additional resellers of deregulated power and provide them with our sales tools to streamline sales efforts, enforce compliance, and increase productivity. The Company has reflected the $125,000 payment towards the acquisition as a deposit on the balance sheet as of September 30, 2016.

 

The Company has two subsidiaries - E3 that is wholly-owned and TPC that is 80% owned (the “Subsidiaries”). In addition, we will add AIC as a wholly owned subsidiary when, and if, our acquisition is approved by FERC.

 

As used in this quarterly report and unless otherwise indicated, the term “Company” refers to Premier Holding Corporation and the Company’s Subsidiaries. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

 

Basis of Presentation

 

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).

 

Significant Accounting Policies

 

For reference to a complete list of significant accounting policies, these financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth on Form 10-K.

 

During the nine months ended September 30, 2016, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

v3.5.0.2
2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS
9 Months Ended
Sep. 30, 2016
Going Concern And Managements Liquidity Plans  
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS

As of September 30, 2016, the Company had an accumulated deficit of $28,711,656. For the nine months ended September 30, 2016 and 2015, the Company incurred operating losses of $3,887,113 and $1,935,159, respectively, and used cash in operating activities of $2,976,879 and $2,270,305, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology.

 

Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial statements, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

v3.5.0.2
3. ACQUISITIONS & GOODWILL
9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
ACQUISITIONS & GOODWILL

The following table presents details of the Company’s goodwill and intangible assets as of September 30, 2016 and December 31, 2015:

 

   The Power Company
USA, LLC
 
Balances at January 1, 2015:  $4,000,000 
Aggregate goodwill acquired    
Impairment losses    
Balances at December 31, 2015:    
Aggregate goodwill acquired    
Impairment losses    
Balances at September 30, 2016:  $4,000,000 

 

The Power Company USA, LLC Share Exchange

 

On February 28, 2013, the Company acquired 80% of the outstanding membership units of TPC, a deregulated power broker in Illinois for thirty million 30,000,000 shares of Premier’s common stock valued at $4,500,000. The total purchase price for TPC was allocated as follows:

 

Goodwill  $4,500,000 
Total assets acquired   4,500,000 
The purchase price consists of the following:     
Common Stock   4,500,000 
Total purchase price  $4,500,000 

 

The total amount of goodwill that is expected to be deductible for tax purposes is $4,500,000 and is amortized over 15 years. The total amortization expense for tax purposes for the nine months ended September 30, 2016 is $225,000.

v3.5.0.2
4. CONVERTIBLE NOTES PAYABLE
9 Months Ended
Sep. 30, 2016
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES PAYABLE

Between July 15, 2014 and December 21, 2015, the Company entered into convertible notes with third parties for use as operating capital for a total of $1,358,500. The convertible notes payable agreements require the Company to repay the principal, together with 10 - 18% annual interest by the agreements’ expiration dates ranging between July 15, 2019 and August 6, 2020. The notes are secured by assets of the Company and mature five years from the issuance date and automatically convert into shares of common stock at a conversion price of 80% of the closing market price on the last day of the month upon which the maturity dates fall, unless an election is made for repayment in cash. One year from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at a conversion price of 80% of the average closing market price over the prior 30 days of trading. During the three months ended September 30, 2016, a total of $612,000 of these notes were converted into shares of common stock, with a total of $746,500 of these notes remaining as of September 30, 2016.

 

The Company analyzed the conversion option of the notes for derivative accounting consideration under ASC 815-15, Derivatives and Hedging, and determined that the instrument should be classified as a liability once the conversion option becomes effective after one year since there is no explicit limit to the number of shares to be delivered upon settlement of the above conversion options for the notes issued (see Note 6).

 

Between March 9, 2015 and May 11, 2016, the Company entered into convertible notes with third parties for use as operating capital for a total of $2,074,800. The convertible notes payable agreements require the Company to repay the principal, together with 12% annual interest by the agreements’ expiration dates ranging between March 9, 2017 and May 11, 2019. The notes are secured by assets of the Company and mature three years from the issuance date. Six months from the contract date, the holders may elect to convert the note in whole or in part into shares of common stock at $0.15. Two warrants were issued with each note including (1) a warrant to purchase an amount of equal to 50% of face value of the note at an exercise price $0.15 for a period of three years following the note issuance date and (2) a warrant to purchase an amount of equal to 83.33% of face value of the note at an exercise price $0.25 for a period of three years following the note issuance date. The Company recorded an aggregate debt discount of $686,536 for the fair value of these warrants through September 30, 2016, which is being amortized over the term of the notes, and is included in convertible notes on the Company’s balance sheet at an unamortized remaining balance of $276,502. The total debt discount recorded during the nine months ended September 30, 2016 and 2015 was $70,398 and $565,519, respectively. Interest expense related to the amortization of this debt discount for the nine months ended September 30, 2016 and 2015 was $156,426 and $56,859, respectively. During the three months ended September 30, 2016, a total of $690,500 of these notes were converted into shares of common stock, with a total of $1,384,300 of these notes remaining as of September 30, 2016.

 

During the three months ended September 30, 2016, the total of all notes converted was $1,302,500, with the holders receiving an aggregate of 32,562,500 shares of common stock.

 

During the nine months ended September 30, 2016 and 2015, the Company recorded interest expense of $1,769,083 and $256,819, respectively.

v3.5.0.2
5. DERIVATIVE LIABILITY
9 Months Ended
Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITY

The embedded conversion feature in the convertible debt instruments (the “Notes”) that the Company issued beginning in July 2014 (See Note 4), and became convertible beginning in July 2015, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance under ASC 815, Derivatives and Hedging. The conversion feature of these convertible promissory notes has been characterized as a derivative liability beginning in July 2015 to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

 

The valuation of the derivative liability attached to the convertible debt was determined by management using a binomial pricing model that values the derivative liability within the notes. Using the results from the model, the Company recorded a derivative liability of $1,086,000 for the fair value of the convertible feature included in the Company’s convertible debt instruments as of September 30, 2016. The derivative liability recorded for the convertible feature created a debt discount of $1,437,000, which is being amortized over the remaining term of the notes using the effective interest rate method and is included in convertible notes on the balance sheet. Interest expense related to the amortization of this debt discount for the nine months ended September 30, 2016, was $186,081. Additionally, $444,000 of debt discount was charged to interest expense during the nine months ended September 30, 2016, representing the amount of debt discount in excess of the convertible debt. A total of $514,067 of the debt discount was charged to interest expense during the three months ended September 30, 2016 related to convertible debt converted during the period.

 

Key inputs and assumptions used to value the embedded conversion feature in the month the Notes became convertible were as follows:

 

·The average value of a share of Company stock in the month the Notes became convertible, the measurement date - ranging from $0.0756 - $0.1172 (per the over-the-counter market quotes);
·The average conversion price of all Notes issued in their month of issuance, with such conversion price determined based on 80% of the average over-the-counter market price for the 30 days preceding the one-year anniversary of all Notes in that month’s pool;
·The number of shares into which Notes in pool would convert - face amount of the Notes in that month’s pool divided by the average conversion price for Notes included in that month’s pool;
·Risk free rate - 2.5%;
·Dividend yield - 0.0%;
·Assumed annual volatility of Company stock – 128.6%; and
·The Company would be unable to repay the notes within their term.

 

Additional key inputs and assumptions used to value the embedded conversion feature as of September 30, 2016:

 

·The value of a share of Company stock on September 30, 2016, the measurement date - $0.0674 (per the over-the-counter market quotes);
·Conversion price - $0.0554, based on 80% of the average quoted market price for the Company’s common stock for the 30-day period ended September 30, 2016; and
·Number of shares into which Notes would convert - face value of Notes divided by $0.0554.

 

The following table summarizes the derivative liability included in the consolidated balance sheet:

 

Derivative liability as of December 31, 2015  $1,484,000 
Change in fair value of derivative liability   (658,000)
Derivative on new loans   989,000 
Reduction due to debt conversions   (729,000)
Derivative liability as of September 30, 2016  $1,086,000 
v3.5.0.2
6. STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2016
Equity [Abstract]  
STOCKHOLDERS' EQUITY

Preferred Stock

 

On June 3, 2013, the Company filed a Certificate of Amendment of Articles of Incorporation with the State of Nevada Secretary of State giving it the authority to issue 50,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2016, there were 200,000 Series A Non-Voting Convertible Stock shares and 250,000 Series B Voting Convertible Preferred Stock shares issued and outstanding.

 

On March 31, 2014, the Board of Directors of the Company approved the creation of a Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”). On April 1, 2014, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock in Nevada of which the Company is authorized to issue up to 7,000,000 shares with a par value of $0.0001 per share. In general, each share of Series A Preferred Stock has no voting or dividend rights, a stated value of $1.00 per share (the “Stated Value”), and is convertible nine months after issuance into common stock at the conversion price equal to one-tenth (1/10) of the Stated Value, or at $0.10 per common share.

 

On December 11, 2015, the Board of Directors of the Company approved the creation of the Corporation’s Series B Voting Convertible Preferred Stock (“Series B Preferred Stock”). On December 16, 2015, the Corporation filed a Certificate of Designation for the Series B Preferred Stock in Nevada of which the Company is authorized to issue up to 250,000 shares with a par value of $0.0001 per share. Holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Preferred Stock. Votes of shares of Series B Preferred Stock shall be added to votes of shares of common stock of the Company at any meeting of stockholders of the Company at which stockholders have the right to vote. Series B Preferred Stock shall have voting rights for a period of three years from the date of issuance. On the third anniversary of the issuance of shares of Series B Preferred Stock, each share of Series B Preferred Stock shall be converted into four shares of common stock without further action of the Board of Directors. Series B Preferred Stock shall have the same dividends per share and, except as provided above, the same powers, designations, preferences and relative rights, qualifications, limitations or restrictions as those of shares of Series A Preferred Stock of the Company.

 

Common Stock

 

During the nine months ended September 30, 2016, the Company entered into a series of stock purchase agreements with accredited investors for the sale of 76,587,106 shares of its common stock in amount of $4,014,823. Additionally, 15,392,858 shares of common stock were issued for consulting services valued at $0.052 to $0.077 per share, based upon the fair value of the common stock on the measurement date totaling $992,800, which was recognized immediately as general and administrative expense. The Company issued 32,562,500 shares of common stock for the conversion of convertible notes totaling $1,302,500. Additionally, approximately 1,000,000 shares of common stock were cancelled and returned to the treasury.

 

Unless otherwise set forth above, the securities described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

 

Options for Common Stock

 

A summary of option activity as of September 30, 2016 is presented below:

 

  

Number

Outstanding

  

Weighted-Average

Exercise Price

Per Share

  

Weighted-Average

Remaining

Contractual Life

(Years)

  

Aggregate

Intrinsic

Value

 
                 
Outstanding at January 1, 2015   6,000,000   $0.02    4.17   $ 
Granted                
Exercised   (4,000,000)            
Canceled/forfeited/expired   (350,000)   0.06         
Outstanding at December 31, 2015   1,650,000    0.04    4.53     
                     
Granted                
Exercised                
Canceled/forfeited/expired                
Outstanding at September 30, 2016   1,650,000    0.04    3.78     
Options vested and exercisable at September 30, 2016   1,650,000   $0.04    3.78   $ 

 

 

On June 30, 2014, the Board of Directors of the Company approved a new employment agreement with the Company’s Chief Executive Officer, Randy Letcavage (the “Employment Agreement”). The Employment Agreement has a retroactive effective date of January 1, 2014 and replaces all prior agreements between the Company and Mr. Letcavage. The Employment Agreement provides for an annual base salary of $240,000, a discretionary bonus of $50,000 over each 12-month period, expense reimbursement, and a grant of stock options on 5,000,000 shares vesting over 2 years at an initial exercise price per share equal to $.0025 per share. Stock options are vesting at the following rate:

 

·1,000,000 (one million) shares of common stock on the Commencement Date;
·1,000,000 (one million) shares of common stock on the sixth (6th) month anniversary of the Commencement Date;
·1,000,000 (one million) shares of common stock on the first anniversary of the Commencement Date;
·1,000,000 (one million) shares of common stock on the 18th month anniversary of the Commencement Date; and
·1,000,000 (one million) shares of common stock on the second anniversary of the Commencement Date.

 

In addition, the Company agreed to indemnify Mr. Letcavage to the fullest extent permitted by law for claims related to Mr. Letcavage’s role as an officer and director of the Company, or its subsidiaries. The Company recorded $355,725 and $516,591 as his stock based compensation related to the stock options for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, $872,316 had been recorded as his stock based compensation related to the stock options, with $0 unrecognized cost related to the stock options remaining. On October 8, 2015, Mr. Letcavage exercised 4,000,000 options for common stock at an aggregate price of $10,000, which was paid through the reduction of accounts payable owed Mr. Letcavage.

 

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

 

The Company valued the options using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of between 0.5 and 5 years, risk free rates of between 1.65 and 1.73 percent, and annualized volatility of between 108% and 217%.

 

Warrants for Common Stock

 

A summary of warrant activity as of September 30, 2016 is presented below:

 

  

Number

Outstanding

  

Weighted-Average

Exercise Price

Per Share

  

Weighted-Average

Remaining

Contractual Life

(Years)

  

Aggregate

Intrinsic

Value

 
                 
Outstanding at January 1, 2015   2,793,694   $0.157    1.10   $ 
Granted   12,428,629    0.194    2.58     
Exercised                
Canceled/forfeited/expired   (2,793,694)            
Warrants vested and exercisable at December 31, 2015   12,428,629    0.194    2.58     
                     
Granted   130,526,256    0.087    2.05     
Exercised                
Canceled/forfeited/expired   (4,709,963)   0.200    1.99     
Outstanding at September 30, 2016   138,244,922    0.093    2.03     
Warrants vested and exercisable at September 30, 2016   138,244,922   $0.093    2.03   $ 

 

 

During the nine months ended September 30, 2016, the Company issued 1,966,650 warrants included with certain convertible notes payable (see Note 4) with a value of $70,397. The Company valued the warrants using the Black-Scholes option-pricing model with the following assumptions: dividend yield of zero, years to maturity of 3 years, risk free rates of between 0.85 and 1.31 percent, and annualized volatility of between 124% and 130%.

 

During the nine months ended September 30, 2016, the Company issued 128,559,606 warrants included with certain stock purchases from accredited investors, with exercise prices ranging from $0.07 to $0.10, and expiration dates ranging from 7 months to 5 years. There was no expense resulting from these warrants.

v3.5.0.2
7. DISCONTINUED OPERATION
9 Months Ended
Sep. 30, 2016
Discontinued operations  
DISCONTINUED OPERATION

The Company acquired assets from LP&L on October 22, 2014. Due to the default of the purchase agreement between the Company and LP&L on April 7, 2015, the Company lost control over LP&L. Based on the requirements of ASC 810, Consolidation, the Company will no longer present assets and liabilities retained as of the date of deconsolidation. To accomplish this, the results of LP&L’s operations are reported in discontinued operations in accordance with ASC 205, Presentation of Financial Statements.

 

Summarized operating results for the discontinuation of operations is as follows:

 

Fair value of consideration  $629,668 
Fair value of retained non-controlling investment    
Carrying value of non-controlling interest   (215,861)
    413,807 
Less: carrying value of former subsidiary's net assets   (1,439,077)
Gain on disposal of LP&L's interest and retained non-controlling investment   1,852,884 
Loss from discontinued operation from January 1, 2015 to April 7, 2015  $(278,463)

 

As of the date of deconsolidation, in accordance with ASC 810, Consolidation, we recognized a gain of $1,852,884 related to this event during the second quarter of 2015. We have no carried value of assets related to our retained investment in LP&L, but retain a non-controlling equity interest, which is 1.56% of LP&L interest with fair value amount of $0. The Company analyzed the carrying value of LP&L’s net assets on the deconsolidation date and determined the amount to be $1,439,077 including the following,

 

Cash  $37,294 
Accounts receivable   804,137 
Inventory   14,802 
Collateral Postings   136,997 
Accrued Revenue   414,683 
Fixed assets   29,475 
Collateral Deposit   200,000 
Accounts payable and accrued liabilities   (1,658,957)
Note Payable-related party   (117,124)
Note payable   (837,040)
Due to Premier   (463,344)
Carrying value of former subsidiary's net assets  $(1,439,077)

 

The Company had no involvement with the management of LP&L after the date of deconsolidation and confirms that this transaction was not with a related party and that LP&L will not be a related party going forward after the deconsolidation.

 

Major assets and liabilities of the discontinued operation of LP&L are as follows as of December 31, 2014:

 

   December 31, 2014 
     
Cash  $23,698 
Accounts receivable   810,446 
Inventory   42,319 
Collateral Postings   286,997 
Accrued Revenue   479,406 
Fixed assets   33,928 
Collateral Deposit   200,000 
Assets of discontinued operations  $1,876,694 
      
Accounts payable and accrued liabilities   1,209,359 
Note Payable-related party   141,860 
Note payable   991,400 
Current liabilities of discontinued operations  $2,342,619 

 

Major line items constituting net loss of the discontinued operations of LP&L are as follows for the periods from January 1, 2015 through April 7, 2015 (deconsolidation):

 

   2015 
     
Revenues  $2,287,851 
Cost of sales   2,144,747 
Gross profit   143,104 
Selling, general and administrative expenses   421,567 
      
Loss on discontinued operations  $(278,463)

v3.5.0.2
8. RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2016 and 2015, Mr. Letcavage (directly or through related entities) recorded $180,000 and $180,000, respectively as compensation for his role as our CEO and CFO. The following tables outline the related parties associated with the Company and amounts due or receivable for each period indicated.

 

Name of Related Party   Relationship with the Company
iCapital Advisory   Consultant company owned by the CEO of the Company
Jamp Promotion   Company owned by Patrick Farah, a managing director of TPC
Mason Ventures and Sebo Services   Companies owned by Shadie Kalkas, a managing director of TPC

 

Amounts due to related parties 

September 30,

2016

  

December 31

2015

 
iCapital Advisory – consulting fees  $16,467   $75,543 
Jamp Promotion – commissions   90,500    90,500 
Mason Ventures and Sebo Services – net loans       5,038 
   $106,967   $171,081 
Related party receivable - Mason Ventures and Sebo Services  $67,879   $ 

 

During the nine months ended September 30, 2016, the Company received loans from Mason Ventures of approximately $710,453 and repaid approximately $783,370. The loans are unsecured and non-interest bearing.

 

Additionally, we have also reviewed the facts and circumstance of our relationship with Nexalin Technology and iCapital Advisory, both of which are affiliated companies of our CEO, and have assessed whether these two companies are variable interest entities (VIEs). Based on the guidance provided in ASC 810, Consolidation, these two companies are not considered VIEs. The Company is not the primary beneficiary of Nexalin Technology and iCapital Advisory and, whether those two companies have any income (losses) for the nine months ended September 30, 2016, it would not be absorbed by Premier Holding Corporation.

 

v3.5.0.2
9. COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

Operating lease

 

For the operations of TPC, the Company leases 4,260 square feet of office space at 1165 N. Clark Street, Chicago, Illinois under a 65 month operating lease through March 2019. The monthly base rent is approximately $9,415 per month and increases each year during the term of the lease.

 

Legal Proceedings

 

Whitaker Energy, LLC

 

In 2013, Whitaker Energy, LLC (“Whitaker”) filed a civil action the Superior Court of Dekalb County, State of Georgia, Case No. 13-CV8610-6, against TPC and the Company alleging that TPC is in default under its obligations to Whitaker under a promissory note pursuant to which Whitaker loaned TPC $150,000 in 2012 concurrent with Whitaker’s purchase of a membership interest in TPC. Under the terms of the loan between TPC and Whitaker, TPC owed a monthly payment to Whitaker, the amount of which varies each month and is based on the number of contracts TPC enters into from door-to-door sales and call centers. TPC and Whitaker dispute the number of contracts entered into by TPC after certain adjustments and charge-backs from cancellation of contracts by consumers. Under the complaint, Whitaker seeks to recover $93,080 of principal under the loan, plus prejudgment interest in the amount of $9,184 and reasonable attorneys’ fees and expenses of the litigation. In addition, Whitaker seeks an order from the court for access to TPC’s books and records. TPC and the Company dispute the claim by Whitaker that TPC is in default under the loan between TPE and Whitaker. As of April 23, 2014, the parties to the litigation have negotiated a settlement of the litigation which would include a monthly payment by TPC to Whitaker of $4,000 in payment of the principal and accrued interest. Under the terms of the settlement, Whitaker will recover a total of $110,000 plus interest on unpaid amounts. As of September 30, 2016, the Company has made payments totaling $110,000, with no remaining balance due at September 30, 2016.

 

Hi-Tech Specialists, Inc.

 

Prior to its acquisition by TPC, Hi-Tech Specialists, Inc. (“Hi-Tech”) filed suit against U.S.E.C. LLC d/b/a/ US Energy Consultants and Michail Skachko concerning the parties’ agreement seeking damages in an amount in excess of $789,077. The nature of the litigation relates to a contract between the parties wherein Hi-Tech was to solicit service agreements on behalf of U.S.E.C. LLC. The suit is ongoing and TPC is aggressively pursuing its claim against the parties named.

 

Lexington Power & Light, LLC

 

LP&L rents office space under several non-cancelable operating lease agreements in the same commercial building that commenced beginning in March 2014, all of which expired on February 28, 2016. The annual rental payments required under these operating lease agreements for 2015 and 2016 were $46,867 and $7,849, respectively. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated on April 7, 2015, thus the Company is no longer obligated to this operating lease effective April 7, 2015.

 

As of December 31, 2013, LP&L had a contingent liability related to a complaint filed by a single commercial customer with the New York Public Service Commission seeking a reimbursement of $40,000. The Company had determined it appropriate under the circumstances to recognize and accrue this loss contingency. Due to the default of the acquisition note payable, the acquisition of LP&L was terminated on April 7, 2015, thus the Company is no longer obligated to this loss contingency effective April 7, 2015.

v3.5.0.2
10. SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

In October of 2016, the Company issued 625,000 shares of the Company’s common stock to accredited investors at a price of $0.04 per share for total proceeds of $25,000.

 

In October and November of 2016, the Company received proceeds of $668,185 from accredited investors for 10,276,214 common shares not yet issued as of November 14, 2016. The shares were sold at prices ranging from $0.04 to $0.07 per common share.

v3.5.0.2
1. SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2016
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).

Significant Accounting Policies

Significant Accounting Policies

 

For reference to a complete list of significant accounting policies, these financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth on Form 10-K.

 

During the nine months ended September 30, 2016, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

v3.5.0.2
3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Tables)
9 Months Ended
Sep. 30, 2016
Schedule of goodwill
   The Power Company
USA, LLC
 
Balances at January 1, 2015:  $4,000,000 
Aggregate goodwill acquired    
Impairment losses    
Balances at December 31, 2015:    
Aggregate goodwill acquired    
Impairment losses    
Balances at September 30, 2016:  $4,000,000 
TPC [Member]  
Schedule of goodwill
Goodwill  $4,500,000 
Total assets acquired   4,500,000 
The purchase price consists of the following:     
Common Stock   4,500,000 
Total purchase price  $4,500,000 
v3.5.0.2
5. DERIVATIVE LIABILITY (Tables)
9 Months Ended
Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative liability
Derivative liability as of December 31, 2015  $1,484,000 
Change in fair value of derivative liability   (658,000)
Derivative on new loans   989,000 
Reduction due to debt conversions   (729,000)
Derivative liability as of September 30, 2016  $1,086,000 
v3.5.0.2
6. STOCKHOLDERS' EQUITY (Tables)
9 Months Ended
Sep. 30, 2016
Equity [Abstract]  
Common stock options
  

Number

Outstanding

  

Weighted-Average

Exercise Price

Per Share

  

Weighted-Average

Remaining

Contractual Life

(Years)

  

Aggregate

Intrinsic

Value

 
                 
Outstanding at January 1, 2015   6,000,000   $0.02    4.17   $ 
Granted                
Exercised   (4,000,000)            
Canceled/forfeited/expired   (350,000)   0.06         
Outstanding at December 31, 2015   1,650,000    0.04    4.53     
                     
Granted                
Exercised                
Canceled/forfeited/expired                
Outstanding at September 30, 2016   1,650,000    0.04    3.78     
Options vested and exercisable at September 30, 2016   1,650,000   $0.04    3.78   $ 
Common stock warrants
  

Number

Outstanding

  

Weighted-Average

Exercise Price

Per Share

  

Weighted-Average

Remaining

Contractual Life

(Years)

  

Aggregate

Intrinsic

Value

 
                 
Outstanding at January 1, 2015   2,793,694   $0.157    1.10   $ 
Granted   12,428,629    0.194    2.58     
Exercised                
Canceled/forfeited/expired   (2,793,694)            
Warrants vested and exercisable at December 31, 2015   12,428,629    0.194    2.58     
                     
Granted   130,526,256    0.087    2.05     
Exercised                
Canceled/forfeited/expired   (4,709,963)   0.200    1.99     
Outstanding at September 30, 2016   138,244,922    0.093    2.03     
Warrants vested and exercisable at September 30, 2016   138,244,922   $0.093    2.03   $ 
v3.5.0.2
7. DISCONTINUED OPERATION (Tables)
9 Months Ended
Sep. 30, 2016
Discontinued operations  
Operating results for discontinued operations
Fair value of consideration  $629,668 
Fair value of retained non-controlling investment    
Carrying value of non-controlling interest   (215,861)
    413,807 
Less: carrying value of former subsidiary's net assets   (1,439,077)
Gain on disposal of LP&L's interest and retained non-controlling investment   1,852,884 
Loss from discontinued operation from January 1, 2015 to April 7, 2015  $(278,463)
Carrying value of net assets on the deconsolidation date
Cash  $37,294 
Accounts receivable   804,137 
Inventory   14,802 
Collateral Postings   136,997 
Accrued Revenue   414,683 
Fixed assets   29,475 
Collateral Deposit   200,000 
Accounts payable and accrued liabilities   (1,658,957)
Note Payable-related party   (117,124)
Note payable   (837,040)
Due to Premier   (463,344)
Carrying value of former subsidiary's net assets  $(1,439,077)
Major assets and liabilities of the discontinued operation
   December 31, 2014 
     
Cash  $23,698 
Accounts receivable   810,446 
Inventory   42,319 
Collateral Postings   286,997 
Accrued Revenue   479,406 
Fixed assets   33,928 
Collateral Deposit   200,000 
Assets of discontinued operations  $1,876,694 
      
Accounts payable and accrued liabilities   1,209,359 
Note Payable-related party   141,860 
Note payable   991,400 
Current liabilities of discontinued operations  $2,342,619 
Major line items constituting net loss of the discontinued operations
   2015 
     
Revenues  $2,287,851 
Cost of sales   2,144,747 
Gross profit   143,104 
Selling, general and administrative expenses   421,567 
      
Loss on discontinued operations  $(278,463)
v3.5.0.2
8. RELATED PARTY TRANSACTIONS (Tables)
9 Months Ended
Sep. 30, 2016
Related Party Transactions [Abstract]  
Related party transactions

Amounts due to related parties 

September 30,

2016

  

December 31

2015

 
iCapital Advisory – consulting fees  $16,467   $75,543 
Jamp Promotion – commissions   90,500    90,500 
Mason Ventures and Sebo Services – net loans       5,038 
   $106,967   $171,081 
Related party receivable - Mason Ventures and Sebo Services  $67,879   $ 
v3.5.0.2
2. GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Going Concern And Managements Liquidity Plans          
Accumulated deficit $ (28,711,656) $ (26,780,115) $ (28,711,656) $ (26,780,115) $ (23,796,018)
Operating losses $ (1,481,093) $ (619,380) (3,887,113) (1,935,159)  
Net cash used in operating activities     $ (1,631,810) $ (1,545,183)  
v3.5.0.2
3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Details - Goodwill) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Goodwill, beginning balance $ 4,000,000 $ 4,000,000
Intangible assets acquired 0 0
Impairment losses 0 0
Goodwill, ending balance 4,000,000 4,000,000
The Power Company USA, LLC [Member]    
Goodwill, beginning balance 4,000,000  
Intangible assets acquired 0 0
Impairment losses 0 0
Goodwill, ending balance $ 4,000,000 $ 4,000,000
v3.5.0.2
3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Details - Acquisitions) - USD ($)
2 Months Ended
Feb. 28, 2013
Sep. 30, 2016
Dec. 31, 2015
Dec. 31, 2014
Goodwill   $ 4,000,000 $ 4,000,000 $ 4,000,000
Non Controlling interest   (458,420) (375,862)  
The Power Company USA, LLC [Member]        
Goodwill $ 4,500,000 $ 4,000,000 $ 4,000,000  
Total assets acquired 4,500,000      
The purchase price consists of the following:        
Common Stock 4,500,000      
Total purchase price $ 4,500,000      
v3.5.0.2
3. ACQUISITIONS, GOODWILL & INTANGIBLE ASSETS (Details Narrative)
9 Months Ended
Sep. 30, 2016
USD ($)
Business Combinations [Abstract]  
Amortization expense $ 225,000
v3.5.0.2
4. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Unamortized debt discount $ 467,091   $ 467,091    
Interest expense 952,157 $ 146,060 1,769,083 $ 256,819  
Debt conversion, amount converted $ 1,302,500        
Debt conversion, shares issued 32,562,500        
Convertible Notes Payable [Member]          
Convertible notes face value         $ 1,358,500
Range of maturity dates - start date         Jul. 15, 2019
Range of maturity dates - last date         Aug. 06, 2020
Debt conversion, amount converted $ 612,000        
Convertible debt, current 746,500   746,500    
Convertible Notes Payable [Member] | Minimum [Member]          
Interest rate stated         10.00%
Convertible Notes Payable [Member] | Maximum [Member]          
Interest rate stated         18.00%
Convertible Notes Payable [Member]          
Convertible notes face value $ 2,074,800   $ 2,074,800    
Interest rate stated 12.00%   12.00%    
Range of maturity dates - start date     Mar. 09, 2017    
Range of maturity dates - last date     May 11, 2019    
Original issue discount $ 686,536   $ 686,536    
Unamortized debt discount 276,502   276,502    
Amortization of debt discount     70,398 565,519  
Interest expense related to debt discount     156,426 $ 56,859  
Debt conversion, amount converted 690,500        
Convertible debt, current $ 1,384,300   $ 1,384,300    
v3.5.0.2
5. DERIVATIVE LIABILITY (Details)
9 Months Ended
Sep. 30, 2016
USD ($)
Derivative liability  
Derivative liabilities, beginning balance $ 1,484,000
Change in fair value of derivative liability (196,000)
Derivative on new loans 727,000
Derivative liabilities, ending balance $ 1,086,000
v3.5.0.2
5. DERIVATIVE LIABILITY (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Debt discount on convertible feature of derivative liability   $ 1,437,000
Interest expense related to amortization of debt discount   186,081
Interest expense for debt discount in excess of convertible debt   $ 444,000
Interest expense related to convertible debt $ 514,067  
v3.5.0.2
6. STOCKHOLDERS' EQUITY (Details-Option activity) - Options [Member] - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Number Outstanding    
Options outstanding, beginning balance 1,650,000 6,000,000
Options granted 0 0
Options exercised 0 (4,000,000)
Options canceled/forfeited/expired 0 (350,000)
Options outstanding, ending balance 1,650,000 1,650,000
Options vested and exercisable 1,650,000  
Weighted - Average Exercise Price Per Share    
Weighted average exercise price, options outstanding, beginning balance $ 0.04 $ .04
Weighted average exercise price, options granted  
Weighted average exercise price, options exercised  
Weighted average exercise price, options canceled/forfeited/expired .06
Weighted average exercise price, options outstanding, ending balance 0.04 $ 0.04
Options vested and exercisable Ending Balance $ 0.04  
Weighted - Average Remaining Contractual Life (Years)    
Weighted average remaining contractual life, options outstanding 3 years 9 months 11 days 4 years 6 months 11 days
Weighted average remaining contractual life, options vested and exercisable 3 years 9 months 11 days  
Aggregate Intrinsic Value    
Aggregate intrinsic value, options outstanding $ 0  
v3.5.0.2
6. STOCKHOLDERS' EQUITY (Details-Warrant activity) - Warrants [Member] - $ / shares
9 Months Ended 12 Months Ended
Sep. 30, 2016
Dec. 31, 2015
Dec. 31, 2014
Number of Warrants Outstanding      
Warrants outstanding, beginning balance 12,428,629 2,793,694  
Warrants granted 130,526,256 12,428,629  
Warrants exercised 0 0  
Warrants canceled/forfeited/expired (4,709,963) (2,793,694)  
Warrants outstanding, ending balance 138,244,922 12,428,629 2,793,694
Warrants vested and exercisable 138,244,922    
Weighted Average Exercise Price Per Share      
Warrants weighted average exercise price, beginning balance $ 0.194 $ 0.157  
Warrants weighted average exercise price, granted .087 0.194  
Warrants weighted average exercise price,, exercised  
Warrants weighted average exercise price, canceled/forfeited/expired .200  
Weighted average exercise price, ending balance .093 $ 0.194 $ 0.157
Warrants Weighted average exercise price, vested and exercisable $ .093    
Weighted Average Remaining Contractual Life (Years)      
Warrants weighted average remaining contractual life 2 years 1 month 24 days 2 years 6 months 29 days 1 year 1 month 6 days
Warrants weighted average remaining contractual life, granted 2 years 18 days 2 years 6 months 29 days  
Warrants weighted average remaining contractual life, canceled/forfeited/expired 1 year 11 months 27 days    
Warrants weighted average remaining contractual life, vested and exercisable 2 years 11 days    
v3.5.0.2
6. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Dec. 31, 2015
Proceeds from common stock $ 4,014,823 $ 208,206  
Stock issued for consulting services, shares 15,392,858    
Stock issued for consulting services, value $ 992,800    
Stock cancelled and returned, shares 1,000,000    
Stock issued for conversion of notes, shares issued 32,562,500    
Stock issued for conversion of notes, value $ 1,302,500    
Convertible Notes Payable [Member]      
Warrants issued 1,966,650    
Warrant fair value $ 70,397    
Randy Letcavage [Member]      
Allocated stock based compensation     $ 872,316
Options exercised     4,000,000
Proceeds from options exercised     $ 10,000
Randy Letcavage [Member] | Options granted 2014 [Member]      
Allocated stock based compensation 355,725    
Randy Letcavage [Member] | Options granted 2015 [Member]      
Allocated stock based compensation $ 516,591    
Accredited Investors [Member]      
Stock issued new, shares 76,587,106    
Proceeds from common stock $ 4,014,823    
Warrants issued 128,559,606    
v3.5.0.2
7. DISCONTINUED OPERATION (Details - operating results) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Apr. 07, 2015
Sep. 30, 2016
Sep. 30, 2015
Gain on disposal of LP&L's interest and retained non-controlling investment $ 0 $ 0   $ 0 $ 1,852,884
Loss from discontinued operation $ 0 $ 0   $ 0 $ (278,463)
Lexington Power & Light, LLC [Member]          
Fair value of consideration     $ 629,668    
Fair value of retained non-controlling investment     0    
Carrying value of non-controlling interest     (215,861)    
Total net value     413,807    
Less: carrying value of former subsidiary's net assets     (1,439,077)    
Gain on disposal of LP&L's interest and retained non-controlling investment     1,852,884    
Loss from discontinued operation     $ (278,463)    
v3.5.0.2
7. DISCONTINUED OPERATION (Details - Carrying value) - Lexington Power & Light, LLC [Member] - USD ($)
Dec. 31, 2014
Oct. 22, 2014
Cash $ 23,698 $ 37,294
Accounts receivable 810,446 804,137
Inventory 42,319 14,802
Collateral Postings 286,997 136,997
Accrued Revenue 479,406 414,683
Fixed assets 33,928 29,475
Collateral Deposit 200,000 200,000
Assets of discontinued operations 1,876,694  
Accounts payable and accrued liabilities 1,209,359 (1,658,957)
Note Payable-related party 141,860 (117,124)
Note payable 991,400 (837,040)
Current liabilities of discontinued operations $ 2,342,619  
Due to Premier Holding Corp   (463,344)
Carrying value of former subsidiary's net assets   $ 1,439,077
v3.5.0.2
7. DISCONTINUED OPERATION (Details - Net loss) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Apr. 07, 2015
Sep. 30, 2016
Sep. 30, 2015
Loss on discontinued operations $ 0 $ 0   $ 0 $ (278,463)
Lexington Power & Light, LLC [Member]          
Revenues     $ 2,287,851    
Cost of sales     2,144,747    
Gross profit     143,104    
Selling, general and administrative expenses     421,567    
Loss on discontinued operations     $ (278,463)    
v3.5.0.2
8. RELATED PARTY TRANSACTIONS (Details) - USD ($)
Sep. 30, 2016
Dec. 31, 2015
Related party payables $ 106,967 $ 171,081
Related party receivable 67,879 0
iCapital Advisory [Member]    
Related party payables 16,467 75,543
Jamp Promotion [Member]    
Related party payables 90,500 90,500
Mason Ventures and Sebo Service [Member]    
Related party payables 0 5,038
Related party receivable $ 67,879 $ 0
v3.5.0.2
8. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Mason Ventures and Sebo Service [Member]    
Proceeds from related party $ 710,453  
Repayments to related party 783,370  
Randy Letcavage [Member]    
Compensation $ 180,000 $ 180,000
v3.5.0.2
9. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
9 Months Ended 26 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Jun. 30, 2016
Dec. 31, 2015
Payments on litigation settlement $ 26,000 $ 0    
Litigation liability 0     $ 26,000
Whitaker Energy, LLC [Member]        
Payments on litigation settlement     $ 110,000  
Litigation liability $ 0