UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 10-K/A

Amendment No. 1 

(Mark One)

 

   

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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

 

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 55,794,549 shares.

 

 
 

 

EXPLANATORY NOTE

 

The Company is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on April 22, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. 

 

No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the April 16, 2013 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.

 

 

 

 
 

 

Item 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

 

(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 **

________________

* Previously filed

** Furnished 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 26, 2013

PREMIER HOLDING CORP.

Registrant

 

By: /s/ RANDALL M. LETCAVAGE

RANDALL M. LETCAVAGE

CHIEF EXECUTIVE OFFICER

PRINCIPAL FINANCIAL OFFICER

 

 

 

 

 

 

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