File No.    000-53824   


UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

 

 

 

 

Form 10/A


 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF

THE SECURITIES EXCHANGE ACT OF 1934

____________

      Premier Holding Corp.      

(Name of Small Business Issuer in its charter)

_________________

 

 

 

               Nevada                  

 

         88-0344135       

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

4705 West Addisyn Court

 

 

              Visalia, California             

 

       93291      

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

 

Issuer’s Telephone Number        559-732-8177

________________



Securities to be registered under Section 12(g) of the Act:


Title of each class

Name of each exchange on which

To be so registered

each such class is to be registered

___________________________________________

____________________________________________

Common Stock

NONE



Indicate by check mark whether the registrant is a large accelerated filer, a non –accelerated filer, or a smaller reporting company.   See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.


Large accelerated filer___         Accelerated filer___     Non-accelerated filer____         Smaller reporting company _ X__




1


EXPLANATORY NOTE


We filed our Registration Statement on Form 10 on October 2, 2009 (the "Original Report").  We are filing this Amendment No. 4 on Form 10/A (this "Amendment") to reissue our financial statements for the years ended December 31, 2008 and 2009 and to revise and clarify and provide additional detail in our disclosures.  



TABLE OF CONTENTS

  

PAGE

   

Item 1

Business

3

   

Item 1A

Risk Factors

5

   

Item 2

Financial Information

8

   

Item 3

Properties

8

   

Item 4

Security Ownership of Certain Beneficial Owners and Management

9

   

Item 5

Directors and Executive Officers

10

   

Item 6

Executive Compensation

10

   

Item 7

Certain Relationships and Related Transactions, and Director Independence

11

   

Item 8.

Legal Proceedings

11

   

Item 9

Market price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matter

12

   

Item 10

Recent Sales of Unregistered Securities

13

   

Item 11

Description of Registrant’s Securities to be Registered

13

   

Item 12

Indemnification of Directors and Officers

14

   

Item 13

Financial Statements and Supplementary Data

15

   

Item 14

Changes in and Disagreements with Accountants on Accounting

And Financial Disclosure

15

   

Item 15

Financial Statements and Exhibit

15


2


Item 1   BUSINESS


Business Development


The Company was incorporated in Nevada on October 18, 1971.  The Company’s fiscal year end is December 31.  The Company has never been in bankruptcy, receivership or any similar proceeding, but has been the subject of a custodianship proceeding in the Nevada state courts.


The company was organized under the name of Mr. Nevada, Inc., and, following the completion of a limited public offering in April 1972, commenced limited operations which were discontinued in 1990.  Thereafter, the Company 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, the Company changed its name to Intermark Development Corporation. On November 4, 1996, the Company 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.  The Company was thereafter abandoned by management, who stripped the company of its operating subsidiary.  


The Company stopped filing reports in November 2002, and, due to its abandonment by its management, lost its Nevada corporate charter in 2006 for failure to file an annual officer’s and director’s list with the Secretary of the State of Nevada.  On November 1, 2006, its corporate charter was revoked by the Nevada Secretary of State.  Subsequently on concurrently therewith, the resident agent of the Company 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 the Company under NRS 78.347(2).  On May 18, 2007, the custodian appointed Jeffrey Volpe as the sole officer and director of the Company, and the Company’s Nevada charter was restored on May 18, 2007.  On May 19, 2007, Dr. Jack Gregory was appointed as Chief Executive Officer Jack Gregory and Director and Jasmine Gregory was appointed as Secretary/Treasurer and Director, and Jeffrey Volpe resigned as an officer and director.  There are no relationships between Dr. Gregory and Mr. Volpe.


On September 11, 2008, the company’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 the company’s common stock on the pink sheets was suspended.  We are now seeking to re-register our stock under the Act in order to attempt to once again obtain a quotation of our common stock for the benefit of our shareholders and to expand our potential to finance our plan of operations by seeking a market for our common stock.


Business


At the time the company’s registration under the Securities Exchange Act was revoked, the company had no business and was seeking an acquisition or merger candidate.  Since then, the company has developed a plan of operations to exploit an opportunity it has with Ace Casket Company to order caskets in containers of 54 units each for below the normal wholesale cost of $685 per unit.  It will market the caskets to Indian reservations and to low income groups at a discounted retail price of $950 per unit.  The prices are subject to change in the bulk sales prices offered to customers by Ace Casket Company.



3


We have not yet begun to purchase or market or sell caskets.    The Company intends to begin the purchase of caskets and initiate marketing efforts once it receives initial funding.  The company will seek the necessary initial funding from its principals, who have not yet committed, in writing or otherwise, to any terms of financing.  There are no firm commitments or concrete terms for future financing commitments from principals.  To date, such contributions have been made in exchange for equity or as no interest loans.  The terms of such financing will be agreed upon by the company and Dr. Gregory at the time of the financing and will have the full approval of the board of directors before being accepted by the company.  


Industry


The average funeral in America cost $6,130 in 2001, not including cemetery and burial costs, and over 1/3 of this cost was the casket.  Wholesale prices on caskets run from under $300 to over $8000.  Most caskets in the United States are manufactured by the Batesville Casket Company and sold only directly to funeral homes, who mark up the casket price, which represents their major profit margin.  


Every year since 1980, over 1,800,000 caskets have been sold in the United States by funeral homes.  Casket manufacturers have a long standing relationship with the funeral homes and will only sell to the homes; their established customers.  


As a result of this pricing scheme, minorities and lower income families are the hardest hit.  A funeral to these families could represent up to half of their annual income.  


In 1984, the Federal Trade Commission enacted “The Funeral Rule,” which prohibits funeral homes from requiring consumers to buy certain funeral goods or services as a condition for furnishing other funeral goods or services.  This rule requires funeral homes to accept delivery of caskets that the heirs buy from other sources.  This leaves as the missing link the source of inventory.


The company intends to exploit an introduction of the company to Ace Caskets from a funeral director in Las Vegas, Nevada, which has offered to allow us to buy bulk lots of caskets at current wholesale prices, which is presently approximately $350 per unit.   This differs from the current wholesale price per unit of $685.   We do not have a contract with the funeral director or Ace Caskets and our bulk price is subject to change.  The company plans to market these caskets to Indian reservations and low income groups at a discounted retail price of $950 per unit, thus creating a market for non funeral home casket sales to lower income groups.  The supplier of the caskets is Ace Caskets.  The funeral director will not be involved in our purchasers, and we will purchase directly from the manufacturer.


Marketing


The company plans to market its caskets through commissioned salespeople, who will earn commissions of $100 to $150 per unit.  The company’s goal is to become the AVON of the casket industry.  


The company will take advantage of families who want to provide full funerals for their loved ones but who cannot afford to do so.  It will also provide payment programs, with down payments that cover the company’s costs and interest rates of approximately 1½% per month, which will provide an increase in net income to the company.


4


Employees


We currently employ two management level employees.  The Company may require additional employees in the future. There is intense competition for capable, experienced personnel and there is no assurance the Company will be able to obtain new qualified employees when required.   We have not yet obtained any commissioned salespeople.


The Company believes its relations with its employees are good.


Patents


The Company holds no patents and has no intellectual property.


Government Regulation


Government approval is not necessary for the Company’s business and government regulations have a negligible effect on its business.


Competition


The Company will compete in the casket industry with other small and large casket suppliers, including the largest casket manufacturer, The Batesville Casket Co., which supplies caskets direct to its funeral home customers.  All of our competitors have greater financial resources than the company, which has generated no revenue, and has limited assets and experience.



Item 1A.  RISK FACTORS


We are subject to various risks which may materially harm our 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, our business, financial condition or operating results could be materially harmed. In that case, if a market is ever established, the price of our common stock could decline and investors could lose all or part of their investment.


We are a relatively young company with no operating history

 

Since we are a young company, it is difficult to evaluate our business and prospects. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.


5


We expect to incur net losses in future quarters.

 

If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.


 

We will need to raise funds to operate in accordance with our business plan.

 

We may not be able to obtain the funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our cash needs.  If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our sales and marketing program.

 

If we need additional funds, we may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. 


Our management has no experience in the casket business, which may affect ourability to operate successfully.


Our management has no prior experience in the casket business.  This lack of experience may affect our ability to operate successfully and compete with our competitors.



There is currently no market for our common stock and one may never develop.   

 

While we do intend to file a Form 211 through a market maker with FINRA to establish a quote for our common stock on the over-the-counter bulletin board, there is no assurance that the bulletin board or any other quotation medium will quote our common stock, or that a market will ever develop.


Our directors and executive officers beneficially own a substantial amount of our common stock.

 

Accordingly, these persons will be able to exert significant influence over the direction of our affairs and business, including any determination with respect to our 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 the Company or cause the market price of our stock to decline. Notwithstanding the exercise of their fiduciary duties by the directors and executive officers and any duties that such other stockholder may have to us or our other stockholders in general, these persons may have interests different than yours.


6


We do 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 our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.

 

We expect 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, are creating uncertainty for public companies.

 

We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend 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.

 

 There is Substantial Doubt About Our Ability to Continue as a Going Concern, which Means that We May Not Be Able to Continue Operations Unless We Obtain Funding


The report of our independent accountants on our December 31, 2008 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly


There has been no market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.


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


Our board of directors has significant influence in determining the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including mergers, acquisitions, consolidations and the sale of all or substantially all of our 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.


The Company 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.


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is required to carry out evaluations, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures every quarter.  


7


In designing and evaluating the Company’s disclosure controls and procedures, the Company 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, the Company’s management is required to apply its reasonable judgment. Furthermore, management is required to consider certain matters deemed by the Company’s independent auditors to constitute a material weakness in the Company’s internal control over financial reporting.  The Company’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 antinquated description of the Company’s business was included in the notes to financial statements.  As a result of this observation, the Company has instituted a new system of controls and procedures which management believes is effective to ensure that information required to be disclosed by the Company 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.  If this new system is not effective, it may result in the dissemination of inaccurate information.


Item 2.  FINANCIAL INFORMATION


PLAN OF OPERATIONS


The issuer plans to exploit an opportunity it has with Ace Casket Company to order caskets in containers of 54 units each for below the normal wholesale cost of $685 per unit.  It will market the caskets to Indian reservations and to low income groups at a discounted retail price of $950 per unit.  Initial financing will be debt and equity financing by the issuer’s principals.  There are no firm commitments or concrete terms for future financing commitments from principals.  To date, such contributions have been made in exchange for equity or as no interest loans.  The terms of such financing will be agreed upon by the company and Dr. Gregory at the time of the financing and will have the full approval of the board of directors before being accepted by the company.  


We expect to hire additional clerical personnel as our operations grow, and commissioned salespersons on a an independent contractor basis.  We do not anticipate any research or development costs.  We do not anticipate the acquisition of any material plant or equipment in the next 12 months, except for any storage facilities needed for the next 12 months, which will be temporary rented storage space.  The storage space that the Company intends to use is in Porterville, California, measuring 10 by 20 feet at a present cost of $81 per month.  The company has not entered into a contract or agreement for this space as it presently has no caskets to store there.  We are still considered to be a development stage company, with no significant revenue.


During the next twelve months, we plan to satisfy our cash requirements by funding from our principals, on which we have survived since our inception.  However, we may be unsuccessful in raising additional equity financing, and, thus, be able to satisfy our cash requirements.  


We will need a minimum of $50,000 to satisfy our cash requirements for the next twelve months.  The estimate of $50,000 for the next 12 months of operating includes the costs of accounting, audit fees, legal costs, corporate charter fees, filing costs, transfer agent fees and one container of caskets. We will not be able to operate if it we do not obtain equity financing, subsequent private offerings, or contributions from our principals.  Management believes that, if subsequent private placements are successful, we will be able to generate revenue from sales within the next twenty four months.  


8


Item 3.  PROPERTIES


The Company’s properties are limited at the present time to its home offices in Visalia, California, located in the personal residence of the Company’s Chief Executive Officer.  The Company pays no rent for the office, and considers it to be adequate for its current needs.


Item 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table presents certain information regarding beneficial ownership of the Company’s Common stock as of December 31, 2009, 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 Corp., (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.


Name and Address

Number of Shares

Percentage Owned

   

Jack Gregory, M.D.

Officer/Director -  4705 W. Addisyn Court

Visalia, CA  93291


Jasmine Gregory Officer/Director

4705 W. Addisyn Court

 Visalia, CA 93291

698,250





698,250

 69.8%





69.8%

   

Ching Lung Po - 5% shareholder

Room 1015, Bldg. M, Telford Garden, Kowloon Bay, Hong Kong, China

151,450

15.2%

Officers and Directors as a Group

 698,250

69.8%


*Jasmine and Jack Greogry are husband and wife.  Shares are registered in the name of Jack Gregory.

*Ching Lung Po has not filed an initial statement of ownership of beneficial securities on Form 3, pursuant to Section 16 of the Securities Exchange Act. In an attempt to contact Mr. Po, numerous letters have been sent by the company to Mr. Po, with return returns receipts but Mr. Po has never responded to the letters.



Item 5. DIRECTORS AND EXECUTIVE OFFICERS


The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected.  The officers serve at the pleasure of the Board of Directors.


9


The current executive officers, key employees and directors of the Company are as follows:



     Name     

      Age      

      Position      

Jack Gregory

         79

CEO,  Director

Jasmine Gregory

         70

CFO, Secretary, Director



Jack Gregory, M.D. - Dr. Gregory is the current Chief Excecutive Officer and Director of the company since May 19, 2007.  From March 2001 through December 2003, he was president and director of Jasmine’s Garden, Inc., a company that was engaged in the business of the sale of stationery, greeting cards, note cards and gift cards.   He is the former President and Director of Champion Financial Corporation, a company that was engaged in the importation of synthetic products from the former Soviet Union, from 1991 through 1993.  Dr. Gregory has been a sole medical practitioner since 1963. He served in the United States Army as Captain of the Army National Guard Medical Corps. from 1960 through 1966. Dr. Gregory graduated from the University of California at Los Angeles with a B.S. in 1953, received an M.S. in Microbiology from the University of Hawaii, 1955, a PhD. in Microbiology from the University of Pennsylvania in 1957, and an M.D. from the University of Southern California, Los Angeles, 1961.


 Jasmine Gregory. Ms. Gregory is the current Chief Financial Officer, Secretary and Director of the company since May 19, 2007.  From March 2001 through December 2003, she was Secretary and Director of Jasmine’s Garden, a publicly held company.  From 1960 through 1978, while raising her children, she was active in studying art, coordinating fashion shows, and designing evening wear. From 1979 through 1982, Ms. Gregory designed and manufactured a contemporary women’s dress line. From 1983 through 1997, Ms. Gregory competed in states and international photography competitions. Since 1998, she has been using computer graphics to generate true to life images of fruits and plants in her new greeting card collection. She holds an A.A. in fashion design from Los Angeles Trade Tech. College, and studied computer graphics at Porterville College.


-------------------

    *Jack Gregory and Jasmine Gregory are husband and wife.



Item 6.  EXECUTIVE COMPENSATION


The following table provides information as to all compensation of all officers of the Company, for each of the Company’s last two fiscal years.



10


SUMMARY COMPENSATION TABLE



Name and principal position





Year





Salary





Bonus




Stock Awards




Option Awards


Non-Equity Incentive Plan Compensation Earnings


Nonqualified

Deferred Compensation Earnings




All Other Compensation





Total

          

Jack Gregory, CEO

2007

$0

$0

$83,790*

$0

$0

$0

$0

$83,790

          

Jack Gregory,

CEO

2008

$0

$0

$0

$0

$0

$0

$0

$0

          

Jasmine Gregory, Secretary

2007

$0

$0

$0

$0

$0

$0

$0

$0

          

Jasmine Gregory, Secretary

2008

$0

$0

$0

$0

$0

$0

$0

$0



*Dr. Gregory has been reimbursed for expenses he personally incurred on behalf of the company in common stock.  He has also been paid the equivalent of $83,790 in common stock for executive officer services rendered to the company and capital expenses advanced.  The stock grant was valued at fair value by the board of directors, due to the lack of a market value.  There were no forfeitures during either fiscal year.  Dr. Gregory did not forgo any salary or bonus to receive stock compensation instead because there was no cash compensation agreed upon and no cash to pay compensation.  A stock grant was the only option available.  The stock grant was valued at the fair value of $0.12 per share as determined by the board of directors, due to a lack of quoted market value for the stock.  See Note 5 to the unaudited interim financial statements for the period ended September 30, 2009, and Item 7: Certain Relationships and Related Transactions.


11


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


DIRECTOR COMPENSATION


Name

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation

Total

Jack Gregory

$0

$0

$0

$0

$0

$0

$0

Jasmine Gregory

$0

$0

$0

$0

$0

$0

$0



EMPLOYMENT AGREEMENTS


The Company has not entered into any employment agreements with any of its employees, and employment arrangements are all at the discretion of the company’s board of directors.



Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On or about November 15, 2007, officer and director Jack Gregory was issued 698,250 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.  Jack Gregory is not an independent director.  A fair valuation of stock granted of $0.12 per share was made by the board of directors, due to the lack of a quoted market value of the stock.


On January 17, 2008 the Company borrowed $20,000 from the Company’s Chief Executive Officer Jack Gregory.  The note is payable on demand at a rate of 5.5% per annum.  The Company did not proceed with the intended investments and repaid the loan except for $980 which has been forgiven.


The Company’s Chief Executive Officer Jack Gregory has advanced $10,986 as of December 31, 2008, $66,832 as of September 30, 2009, and $70,693 as of December 31, 2009, to the Company to open a bank account and for the payment of general and administrative expenses.  This advance was recorded as an interest free loan.  The loan  is due to be repaid upon receipt of funds from a stock offering or other fundraising.



Item 8.  LEGAL PROCEEDINGS


There are no pending legal proceedings to which the Company is a party or to which the property interests of the Company is subject.


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Item 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND

             RELATED SHAREHOLDER MATTERS


The Company's common stock is not listed or quoted at the present time, and there is no present public market for the Company's common stock. The Company intends to have a sponsoring market maker file a Form 211 with FINRA for a quotation on the over-the-counter bulletin board. There can be no assurance that the Company’s securities will be quoted on the bulletin board or any other quotation medium.


Dividends


The Company has not paid any cash dividends since its inception and does not contemplate paying any in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of the Company's

business.


PENNY STOCK STATUS


If and when the Company develops a market for its common stock, it will be a  "penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934. This makes it 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.


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.


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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 the company's stock.


TRANSFER AGENT, WARRANT AGENT AND REGISTRAR


The transfer agent, warrant agent and registrar for the Common Stock is Columbia Stock Transfer Company, Post Falls, ID  83854



Item 10. RECENT SALES OF UNREGISTERED SECURITIES


The following securities were issued by Premier Holding Corp. within the past three years and were not registered under the Securities Act:


On or about November 15, 2007, officer and director Jack Gregory was issued 698,250 shares of common stock; $43,759 in exchange for expenses advanced and $40,030 for services rendered as the Chief Executive Officer of the company, 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.  Jack Gregory is not an independent director.


Item 11.  DESCRIPTION OF SECURITIES TO BE REGISTERED


Common stock

 

Holders of Common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors.


Holders of common stock do not have subscription, redemption or conversion rights, nor do they have any preemptive rights.  


Holders of common stock have cumulative voting rights, which means that individual shareholders can cumulate their votes for one director, as opposed to casting an equal amount of votes for all directors.  The Board of directors is empowered to fill any vacancies on the Board of directors created by resignations, provided that it complies with quorum requirements.


Holders of Common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Board of directors out of funds legally available therefor, and will be entitled to receive, pro rata, all assets of the Company available for distribution to such holders upon  liquidation.


As of December 31, 2009, there were 1,000,388 shares of common stock outstanding and 100 million common shares authorized.  As of that date, there were 803 shareholders of record.


13


On November 13, 2008 the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada Secretary of State to reverse its shares on a 1:40 basis.  The Company name was changed to Premier Holding Corporation and the Company authorized share was increased to 100,000,000.



Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS


Nevada Statutes


NRS 78.751 provides that the Company may provide in its articles of incorporation, by laws or by agreement, to indemnify the Company's officers and directors and affects their liability in that capacity, for any and all costs incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of

this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.


The indemnification and advancement of expenses authorized in or ordered by a court pursuant to the statute:

 

(a)

Does not exclude  any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct,

fraud or a knowing violation of the law and was material to the cause of action.


(b)

Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.



ARTICLES OF INCORPORATION AND BY-LAWS


The Company's Articles of Incorporation provide that the Company shall, to the fullest extent legally permissible under the provisions of the General Corporation Law of the State of Nevada, indemnify and hold harmless officers and directors from any and all liabilities and expenses imposed upon them in connection with any action, suit or other proceeding.


It is the position of the Securities and Exchange Commission that the indemnification of officers and directors is against public policy.


14


Item 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


This information appears under Item 15 and is incorporated by reference herein.


Item 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

                FINANCIAL DISCLOSURE


None.


Item 15. FINANCIAL STATEMENTS AND EXHIBITS


(a)

The following financial statements are filed as part of this Registration statement:


Report of Independent Registered Certified Public Accountant for December 31, 2007 & 2008

Financial Statements

Balance Sheets

Statements of Operations

Statement of Stockholders’ Equity

Statement of Cash Flows

Notes to Financial Statements


Financial Statements period ended September 30, 2009 (unaudited)

Balance Sheet

Statements of Operations

Statement of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements


(b)

The following exhibits are filed as part of this Registration Statement:


EX. NO.

DESCRIPTION

INCORPORATION BY REFERENCE

   

3.1


Articles of Incorporation

Filed as Exhibit 3.1 to

Registration Statement on Form

10/A filed January 29, 2010

3.2

Amendment to Articles of Incorporation

Filed as Exhibit 3.1a to Registration Statement on Form 10/A filed on January 29, 2010

3.3

Amendment to Articles of Incorporation

Filed as Exhibit 3.1b to Registration Statement on Form 10/A filed January 29, 2010

3.4

Bylaws

Filed  as Exhibit 3.2 to Form 10/A filed June 2, 2010

6.1

Specimen of Stock Certificate

Filed as Exhibit 6.1 to Form 10/A filed January 29, 2010

14.1

Code of Ethics

Filed as Exhibit 14 to Current Report on Form 8K/A, filed August 11, 2010



15


Report of Independent Registered Public Accounting Firm


The Board of Directors and Stockholders

Premier Holding Corporation


We  have  audited  the  accompanying   balance  sheets  of  Premier Holding Corporation (formerly OVM International Holding Corp.), (‘the Company”) (a development stage company),  as of December 31, 2008 and 2007 and the related statements of operations,  stockholders' equity  and cash flows for each of the two years then  ended and for the period  from May 18, 2007 (inception of development stage)  to  December  31,  2008.   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  audits. 


We conducted  our audits in  accordance  with the  standards  of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits  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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.   We believe that our audits provide 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 (formerly OVM International Holding Corp.) as of December 31, 2008, and 2007 and the results of its  operations and its cash flows for each of the two years then ended and for the period from May 18, 2007 (inception of development stage)  to December 31, 2008 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 3 to the financial  statements,  the Company  does not have assets or sources of revenue, which raises substantial doubt about its ability to continue as a going concern.


Management's  plans  regarding  those  matters also are described in Note 3. The financial  statements do not include any adjustments  that might result from the outcome of this uncertainty.


/s/ Gruber & Company, LLC

     Gruber & Company, LLC

     June 4, 2009

     Lake Saint Louis, Missouri


16



Premier Holding Corporation

(formerly OVM International Holding Corp.)

(a development stage company)

Balance Sheets

  
 

December 31,

 

     2008     

      2007     

Assets

  
   

Current assets

  

Cash and equivalents

$          1 

$           -- 

   

          Total assets

             1 

             -- 

   
   

Liabilities and Stockholders' Deficit

  
   

Current liabilities

  

Due to related parties

  10,986 

           -- 

 

  

          Total liabilities

  10,986 

           -- 

   

Stockholders' Deficit

  

Common stock, 100,000,000 shares authorized,

  

  1,000,383, 1,000,383  issued and outstanding at

  

  December 31, 2008 and 2007

  

  

100 

100 

Additional paid-in capital

3,816,660 

3,816,660 

Retained earnings - Before development stage

(3,732,970)

(3,732,970)

Deficit accumulated during development stage

(94,775)

(83,790)

   

          Total stockholders' deficit

(10,985)

             -- 

   

          Total liabilities and stockholders' deficit

$           1 

$           -- 

   

See Accompanying Notes to Financial Statements


17


Premier Holding Corp.

(formerly OVM International Holding Corp.)

(a development stage company)

Statements  of Operations

 

 

 

 

 



Year Ended December 31,

May 18, 2007

(inception) of

Development Stage

through

 

           2008          

          2007        

December 31, 2008

 

 

 

 

Revenues, net

$        --

$            -- 

$                -- 

 

 

 

 

Operating expenses

 

 

 

General and administrative

       10,996 

           83,790 

       94,786 

 

 

 

 

     Total operating expenses

       10,996 

           83,790 

       94,786 

 

 

 

 

Operating loss

       10,996 

           83,790 

       94,786 

 

 

 

 

Other income (expense)

 

 

 

Other income

980 

-- 

980  

Loss on sale of investments

(1,227)

 

(1,227)

Earnings on investments

             258 

                -- 

            258 

 

 

 

 

Total Other Income (expense)

               11 

                -- 

               11

 

 

 

 

Net loss

$     (10,985)

$     (83,790)

$     94,775

 

 

 

 

Earnings per common share

$      (0.0110 

$  (0.1567)

 

 

 

 

 

Weighted average shares outstanding

     1,000,383 

     534,628 

 

 

 

 

 

See accompanying notes to financial statements


18


Premier Holding Corporation

(formerly OVM International Holding Corp.)

(a Development Stage Company)

Statements of Cash Flows

 

 

 

 

 




Year ended December 31,

       2008      




Year ended December 31,

        2007       


May 18, 2007 (inception) of development stage through December

       31, 2008      

 

 

 

 

Cash flows from operating activities

 

 

 

Net loss

$   (10,985)

$    (83,790)

$    (94,775)

 

 

 

 

Adjustments to reconcile net loss to net

 

 

 

  cash used in operating activities:

Loss on sale of investments


1,227 


-- 


1,227 

Common stock issued for  expenses

           -- 

   83,790

   83,790 

 

 

 

 

Net cash used in operating activities

(9,758)

--

(9,758)


Cash flow from investing activities:

Proceeds from sale of investments

Purchase of investments

Net cash used in investing activities



127,992 

(129,219)

(1,227)



(1,227)



--

           --

--



127,992 

(129,219)

(1,227)



(1,227)

Cash flow from financing activities

 

 

 

Advances from related parties

10,986 

          --

10,986 

Net cash used by financing activities

10,986 

          --

10,986 

 

 

 

 

Net change in cash

--

 

 

 

 

Cash, beginning of year

           -- 

           --

           -- 

 

 

 

 

Cash, end of year

$          1 

$         --

$         1 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest

$         -- 

$         -- 

$         --

Cash paid for income taxes

$         -- 

$         -- 

$         --

 

 

 

 

See accompanying notes to financial statements



19



Premier Holding Corporation

(formerly OVM International Holding Corp.)

(a development stage company)

Statement of Stockholders' Equity

 

 

 

Retained

Deficit

 

 

 

 

Earnings

Accumulated

 

 

 

Additional

Prior to

During

 

 

Common Stock

Paid-in

Development

Development

 

 

    Shares    

 Amount

 Capital

      Stage       

      Stage      

   Total   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 18, 2007

301,750

30

3,732,940

 (3,732,970)

 --

 --

 

 

 

 

 

 

 

August 20, 2007 - Common stock

 

 

 

 

 

 

issued to reimburse the Company's

 

 

 

 

 

 

Chief Executive Officer for payments

 

 

 

 

 

 

made by him, and for services (Note 6)

 

 

 

 

 

 

performed.  (Note 6)

698,633

70

83,720

 --

 --

          83,790

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

  December 31, 2007

              --

                 -

                 --

                 --

 (83,790)

(83,790)

 

 

 

 

 

 

 

Balance, December 31, 2007

1,000,383

100

3,816,660

 (3,732,970)

 (83,790)

 --

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

  December 31, 2008

 --

 --

 --

 --

 (10,985)

         (10,985)

 

 

 

 

 

 

 

Balance, December 31, 2008

1,000,383

           100

3,816,660

 (3,732,970)

 (94,775)

 (10,985)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements


20



PREMIER HOLDING CORPORATION

(formerly OVM International Holding Corporation)

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008


NOTE 1 – DESCRIPTION OF BUSINESS


Organization and Basis of Presentation


OVM International Holding Corporation (“the Company”) was organized under the laws of the State of Nevada on October 18, 1971 under the name of Mr. Nevada, Inc., and, following the completion of a limited public offering in April 1972, commenced limited operations which were discontinued in 1990.


Thereafter, the Company engaged in a 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, the Company changed its name to Intermark Development Corporation. On November 4, 1996, the Company 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.


After filing Form 10-QSB for the nine month period ended September 30, 2002 with the U.S. Securities and Exchange Commission, the Company made no further filings.  On November 1, 2006 the Company’s charter was revoked by the State of Nevada on November 1, 2006.  The Company no longer retained a Resident Agent in the State of Nevada and no longer had an active transfer agent for its shares.  The Company’s shares were listed on the Pink Sheets under the symbol “OVMI”.  The Company’s officers and directors ceased acting on behalf of the Company and abandoned their obligations to the Company and its shareholders.  As a result, the Company was considered dormant from November 1, 2006 until May 18, 2007 when it re-entered the development stage.  On August 19, 2008 the Securities and Exchange Commission ordered a suspension of trading of shares of OVMI because of delinquent filings.  On August 25, 2008 the Company terminated registration under Section 12(g) of the Securities and Exchange Act of 1934.


On November 13, 2008 the Company 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, to authorize the issuance of 100,000,000 shares of common stock with a par value of $.0001, and to reverse its shares on a 1:40 basis.  


Nature of Business


The Company has no products or services as of December 31, 2008.  


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The summary of significant accounting policies for Premier Holding Corporation (formerly OVM International Holding Corporation) (a development stage company) is presented to assist in the understanding of the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

21


Accounting Method


The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.


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 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.


Earnings Per Share


The Company has adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of “basic” and “diluted” earnings 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 per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were no common stock equivalents outstanding on December 31, 2008.


Deferred 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 tax benefits of tax-basis operating losses being carried forward.


Provision for Taxes


Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (hereinafter “SFAS No. 109”). 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 the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.


Recent Accounting Pronouncements


In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ("SFAS 160"), Noncontrolling interests in Consolidated Financial Statements, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Company is assessing the impact of the adoption of SFAS 162 and believes there will be no material impact on its financial statements.


22


In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R ("SFAS 141R"), Business Combinations, which establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, goodwill acquired in the business combination, or a gain from a bargain purchase. SFAS 141R is effective for financial statements issued for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The Company is assessing the impact of the adoption of SFAS 162 and believes there will be no material impact on its financial statements.


In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains on items for which the fair value option has been elected are to be reported in earnings.  SFAS 159 will become effective as of the beginning of the first fiscal year that begins after November 15, 2007.  As such, the Company adopted SFAS 159 effective January 1, 2008.  However, the Company has not elected the fair value option for any financial instruments, and adoption has not impacted the Company’s financial statements.

  

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally accepted Accounting Principles” ("SFAS 162"). SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for non-governmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Presenting Fairly in Conformity with Generally Accepted Accounting Principles." The Company is assessing the impact of the adoption of SFAS 162 and believes there will be no material impact on its financial statements.


Fair Value Measurements


Our financial instruments as defined by Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash and other current  liability.


All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2008, December 31, 2007 and December 31, 2006.


Effective January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) SFAS No. 157, Fair Value Measurements (SFAS 157). The provisions of SFAS 157 are applicable to all of the Company’s assets and liabilities that are measured and recorded at fair value. SFAS 157 establishes a new framework for measuring fair value and expands related disclosures. SFAS 157 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants. SFAS 157 establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS 157 are described below.


Level 1: Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

23


Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.


Level 3: Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.


As required by SFAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.


Concentration of Credit Risk


The Company maintains its cash and cash equivalents in multiple financial institutions.  Balances in banks are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts.   The Company also maintains cash and money market funds in a brokerage account insured by the Securities Investor Protection Corporation (SIPC) which insures cash balances up to $100,000.


NOTE 3 – DEVELOPMENT STAGE COMPANY


The Company has not begun principal operations and as is common with a development stage company, the company has had recurring losses during its development stage.  The company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  In the interim, shareholders of the company have committed to meeting its minimal operating expenses.


NOTE 4 – COMMITMENTS


Since May 18, 2007 all activities of the company have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.


NOTE 5 – RELATED PARTY TRANSACTIONS


On January 17, 2008 the Company borrowed $20,000 from the Company’s President.  The notes is payable on demand at a rate of 5.5% per annum.  The Company did not proceed with the intended investments and repaid the loan on September 3, 2008 except for $980 which has been forgiven.  


24


The Company’s President has advanced $13,756 to the Company to open a bank account and for the payment of general and administrative expenses.  This advance was recorded as an interest free loan.  The loan  is due to be repaid upon receipt of funds from a stock offering or other fundraising.  The balance due on this advance is $10,986.


NOTE 6 – COMMON STOCK


The Company’s authorized Common Equity Consists of 100,000,000 shares of common stock $.0001 par value.  As of May 30, 2007 the Company had issued and outstanding 301,750 common stock shares.  On August 20, 2007  during a special meeting of the Compay’s Board of Directors the Chief Executive Officer and sole director of the Company 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 the Company 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 the Company to reimburse the Chief Executive Officer was to issue restricted common shares.   The Company issued 698,633 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 the Company was insolvent and should be issued at a value of $.12 per share.


On November 13, 2008 the Company filed a Certificate of Amendment to 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.


25



PREMIER HOLDING CORPORATION

(formerly OVM International Holding Corp.)

(a development stage company)

BALANCE SHEET

 

 

       ASSETS

 

September 30,

 

 

2009

December 31,

CURRENT ASSETS

    (Unaudited)    

            2008             

 

 

   

    Cash

 $      20,772 

$             1 

TOTAL CURRENT ASSETS

 $      20,772 

$             1 

 

 

 

 

 

 

TOTAL ASSETS

 $      20,772 

$             1 

 

 

 

 

 

 

     LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

      CURRENT LIABILITIES

 

 

Due to related parties

$      66,832 

$       10,986 

      TOTAL CURRENT LIABILITIES

$      66,832 

$       10,986 

 

 

 

 

 

 

      EQUITY

 

 

 

Common Stock, 100,000,000  shares authorized,

 

 

 1,000,383 issued and outstanding, par value .0001

100 

100 

 

Additional Paid-in-Capital

3,816,660 

3,816,660 

 

Retained earnings - Before development stage

(3,732,970)

(3,732,970)

 

Deficit accumulated during development stage

      (129,850)

      (94,775)

 

      (46,060)

      (10,985)

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$     20,772  

$             1 

 

 

 

See accompanying accountants’ report and notes to financial statements



26



Premier Holding Corp.

(formerly OVM International Holding Corp.)

(a development stage company)

Statements  of Operations

 

 

 

 

 



Nine Months Ended

September 30,

May 18, 2007

(inception) of

Development Stage

through

 

           2009          

          2008        

September 30, 2009

 

 

 

 

Revenues, net

$              -- 

$            -- 

$                -- 

 

 

 

 

Operating expenses

 

 

 

General and administrative

       9,126 

              -- 

     103,912 

 

 

 

 

     Total operating expenses

       9,126 

              -- 

     103,912 

 

 

 

 

Operating loss

(9,126) 

-- 

(103,912)

 

 

 

 

Other income (expense)

 

 

 

Other income

 

 

980 

Gain (loss) on sale of investments

(25,949) 

 

(27,176)

Earnings on investments

 

 

           258 

 

 

 

 

Net loss

$     (35,075) 

$             -- 

$      129,850 

 

 

 


 

Earnings per common share

$     (0.0351) 

$  (0.0000)

 

 

 

 

 

Weighted average shares outstanding

     1,000,383 

    0.00000 

 

 

 

 

 

See accompanying accountants’ report and notes to financial statements


27


Premier Holding Corporation

(formerly OVM International Holding Corp.)

(a Development Stage Company)

Statements of Cash Flows

\For the nine months ended September 30, 2009 and 2008

(Unaudited)

 

 

 

 

 

 

 

May 18, 2007

 

For the nine months ended

(inception of development stage)

 

September 30,

Through

 

     2009     

     2008     

September 30, 2009

 

 

 

 

Cash flows from operating activities

 

 

 

Net income

$    (35,075)

$             

$      (129,850)

 

 

 

 

Adjustments to reconcile net income

 

 

 

to cash provided from operations:

 

 

 

Common stock issued for services

             -- 

           --

    83,790

Gain on sale of investments

25,949 

 

27,176

Net cash provided by operating activities

(9,126)

--

(18,884)

 

 

 

 

Cash flows from investing activities

 

 

 

Purchase of investments

(50,194)

 

(179,414)

Proceeds from sale of investments

      24,246 

 

152,238

 

 

 

 

Net cash provided by financing activities

(25,948)

          --

  (27,176)

Cash flows from financing activities

 

 

 

Advances from related parties

      55,845 

          --

     66,832

Net increase for period

20,771 

--

20,772

 

 

 

 

Cash, beginning of period

               1 

           --

              --

 

 

 

 

Cash, end of period

$     20,772 

$         --

$   20,772

 

 

 

 

See accompanying notes to financial statements



28


Premier Holding Corporation

(formerly OVM International Holding Corp.)

(a development stage company)

Statement of Stockholders' Equity

(Unaudited)

 

 

 

Retained

Deficit

 

 

 

 

Earnings

Accumulated

 

 

 

Additional

Prior to

During

 

 

Common Stock

Paid-in

Development

Development

 

 

    Shares    

 Amount

 Capital

      Stage       

      Stage      

   Total   

 

 

 

 

 

 

 

Balance, May 18, 2007

301,750

   30

$  3,732,940

 $   (3,732,970)

$      --

$      --

Common stock issued for general

  and administrative expenses

698,633

70

83,720

-

-

83,790

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

  December 31, 2007

                 --

                 -

                 --

                 --

      (83,790)

    (83,790)

 

 

 

 

 

 

 

Balance, December 31, 2007

1,000,383

100

3,816,660

 (3,732,790)

 (83,790)

 --

Net loss for the year ended December 31, 2008

-

-

-

-

(10,985)

(10,985)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2008

1,000,383

           100

3,816,660

 (3,732,970)

 (94,775)

 (10,985)

 

 

 

 

 

 

 

Net loss for the nine months ended

 

 

 

 

 

 

  September 30, 2009

 --

 --

 --

 --

 (35,075)

 (35,075)

 

 

 

 

 

 

 

Balance, September 30, 2009

1,000,383

$    100

$    3,816,660

$   (3,732,970)

(129,850)

(46,060)

 

 

 

 

 

 

 

See accompanying notes to financial statements



29

PREMIER HOLDING CORPORATION

(formerly OVM International Holding Corporation)

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009


NOTE 1 – DESCRIPTION OF BUSINESS


Organization and Basis of Presentation


OVM International Holding Corporation (“the Company”) was organized under the laws of the State of Nevada on October 18, 1971 under the name of Mr. Nevada, Inc., and, following the completion of a limited public offering in April 1972, commenced limited operations which were discontinued in 1990.


Thereafter, the Company engaged in a 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, the Company changed its name to Intermark Development Corporation. On November 4, 1996, the Company 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.


After filing Form 10-QSB for the nine month period ended September 30, 2002 with the U.S. Securities and Exchange Commission, the Company made no further filings.  On November 1, 2006 the Company’s charter was revoked by the State of Nevada on November 1, 2006.  The Company no longer retained a Resident Agent in the State of Nevada and no longer had an active transfer agent for its shares.  The Company’s shares were listed on the Pink Sheets under the symbol “OVMI”.  The Company’s officers and directors ceased acting on behalf of the Company and abandoned their obligations to the Company and its shareholders.  As a result, the Company was considered dormant from November 1, 2006 until May 18, 2007 when it re-entered the development stage  On August 19, 2008 the Securities and Exchange Commission ordered a suspension of trading of shares of OVMI because of delinquent filings.  On August 25, 2008 the Company terminated registration under Section 12(g) of the Securities and Exchange Act of 1934.


On November 13, 2008 the Company 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, to authorize the issuance of 100,000,000 shares of common stock with a par value of $.0001, and to reverse its shares on a 1:40 basis.  


Nature of Business


The Company has no products or services as of September 30, 2009.  . Its current plan of operations is to engage in the sale of caskets.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The summary of significant accounting policies for Premier Holding Corporation (formerly OVM International Holding Corporation) (a development stage company) is presented to assist in the understanding of the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

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Accounting Method


The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.


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 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.


Earnings Per Share


The Company has adopted the FASB ASC Topic regarding earnings per share, which provides for calculation of “basic” and “diluted” earnings 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 per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were no common stock equivalents outstanding on September 30, 2009 or 2008.


Deferred 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 tax benefits of tax-basis operating losses being carried forward.


Provision for Taxes


Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 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 the Company has met the “more likely than not” standard imposed by the FASB ASC Topic concerning Income Taxes  to allow recognition of such an asset.


31Accounting Method


The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.


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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 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.


Earnings Per Share


The Company has adopted the FASB ASC Topic regarding earnings per share, which provides for calculation of “basic” and “diluted” earnings 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 per share reflects the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were no common stock equivalents outstanding on September 30, 2009 or 2008.


Deferred 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 tax benefits of tax-basis operating losses being carried forward.


Provision for Taxes


Income taxes are provided based upon the liability method of accounting pursuant to the FASB ASC Topic 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 the Company has met the “more likely than not” standard imposed by the FASB ASC Topic concerning Income Taxes  to allow recognition of such an asset.


32


Recent Accounting Pronouncements


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


FASB ASC Topic 855, “Subsequent Events”. In May 2009, the FASB issued FASB ASC Topic 855, which establish general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth : (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This FASB ASC Topic should be applied to the accounting and disclosure of subsequent events. This FASB ASC Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This FASB ASC Topic was effective for interim and annual periods ending after June 15, 2009, which was June 30, 2009 for the Corporation. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.


FASB ASC Topic 105, “The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles”. In June 2009, the FASB issued FASB ASC Topic 105, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this FASB ASC Topic, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This FASB ASC Topic identify the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Also, arranged these sources of GAAP in a hierarchy for users to apply accordingly. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and non-authoritative. This FASB ASC Topic is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this topic did not have a material impact on the Company’s disclosure of the financial statements.


FASB ASC Topic 320, “Recognition and Presentation of Other-Than-Temporary Impairments”. In April 2009, the FASB issued FASB ASC Topic 320 amends the other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FASB ASC Topic does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The FASB ASC Topic shall be effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. This FASB ASC Topic does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FASB ASC Topic requires comparative disclosures only for periods ending after initial adoption. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.


The Company is evaluating the impact that the following recently issued accounting pronouncements may have on its financial statements and disclosures.


33


FASB ASC Topic 860, “Accounting for Transfer of Financial Asset”., In June 2009, the FASB issued additional guidance under FASB ASC Topic 860, “Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities", which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (i) practices that have developed since the issuance of FASB ASC Topic 860, that are not consistent with the original intent and key requirements of that statement and (ii) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date.


FASB ASC Topic 810, “Variables Interest Entities”. In June 2009, the FASB issued FASB ASC Topic 810, which requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (i)The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (ii)The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. This FASB Topic requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both.


This FASB ASC Topic shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.


FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent).


34


The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient.


The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. to financial statements of on governmental entities that are presented in conformity with GAAP. The disclosure amendments will apply only to nonpublic entities as defined in Section 740-10-20. For entities that are currently applying the standards for accounting for uncertainty in income taxes, the guidance and disclosure amendments are effective for financial statements issued for interim and annual periods ending after September 15, 2009.


Fair Value Measurements


Our financial instruments as defined by the FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments,” include cash and other current  liability.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2009 and December 31, 2008.



Effective January 1, 2008, the Company adopted FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments. The provisions of FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments are applicable to all of the Company’s assets and liabilities that are measured and recorded at fair value. FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments establishes a new framework for measuring fair value and expands related disclosures.  FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants.  FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined are described below.


35


Level 1:   Quoted prices are available in active markets for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.


Level 2:   Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.


Level 3:   Pricing inputs include significant inputs that are generally unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Company’s needs.


As required by FASB SAC Topic dealing with  “Disclosures about Fair Value of Financial Instruments, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.


Concentration of Credit Risk


The Company maintains its cash and cash equivalents in multiple financial institutions.  Balances in banks are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per institution.  Balances on deposit may occasionally exceed FDIC insured amounts.   The Company also maintains cash and money market funds in a brokerage account insured by the Securities Investor Protection Corporation (SIPC) which insures cash balances up to $100,000.


NOTE 3 – DEVELOPMENT STAGE COMPANY


The Company has not begun principal operations and as is common with a development stage company, the company has had recurring losses during its development stage.  The company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  In the interim, shareholders of the company have committed to meeting its minimal operating expenses.


NOTE 4 -- COMMITMENTS

Since May 18, 2007 all activities of the company have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.


36


NOTE 5 – RELATED PARTY TRANSACTIONS


On or about November 15, 2007, officer and director Jack Gregory was issued 698,250 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 17, 2008 the Company borrowed $20,000 from the Company’s Chief Executive Officer Jack Gregory.  The note is payable on demand at a rate of 5.5% per annum.  The Company did not proceed with the intended investments and repaid the loan except for $980 which has been forgiven.


The Company’s Chief Executive Officer Jack Gregory has advanced $66,832 to the Company to open a bank account and for the payment of general and administrative expenses.  This advance was recorded as an interest free loan.  The loan  is due to be repaid upon receipt of funds from a stock offering or other fundraising.


NOTE 6 – COMMON STOCK


The Company’s authorized Common Equity Consists of 100,000,000 shares of common stock $.0001 par value.  As of May 30, 2007 the Company had issued and outstanding 301,750 common stock shares.  On August 20, 2007  during a special meeting of the Compay’s Board of Directors the Chief Executive Officer and sole director of the Company 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 the Company 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 the Company to reimburse the Chief Executive Officer was to issue restricted common shares.


The Company issued 698,633 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 the Company was insolvent and had no assets, and no market, the Board of Directors determined that the stock should be issued at a value of $.12 per share.


On November 13, 2008 the Company 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.


NOTE 7 – SUBSEQUENT EVENTS


The Company has evaluated all subsequent events through November 12, 2009, the date this Quarterly Report on Form 10-Q was filed with the SEC. No recognized or unrecognized events require disclosure as significant subsequent events.


37


SIGNATURES


Pursuant to the requirements of Section 12 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: August 13, 2010

PREMIER HOLDING CORP.

Registrant


BY:  JACK GREGORY



/s/ JACK GREGORY                                           

    JACK GREGORY

    CHIEF EXECUTIVE OFFICER AND DIRECTOR







38