UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



_X_

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



For the Quarterly Period Ended March 31, 2011


___

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



For the Transition Period From                to


PREMIER HOLDING CORP.

(Name of small business issuer specified 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, CA                   

 

        93291       

(Address of principal executive offices)

 

(Zip Code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes   T     No   £


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was was required to submit and post such files.)  

Yes £      No  *£


Indicate by check mark whether the registrant is a large accelerated file­­r, anon –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 ___ ( Do not check if a smaller reporting company)

Smaller reporting company      X    


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


As of  March 31, 2011 the issuer had  1,663,169 shares of common stock outstanding.


Transitional Small Business Disclosure Format:     Yes    £     No  T


1


PART I – FINANCIAL INFORMATION


Item 1. Financial Statements


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Report on form 10K, previously filed with the Commission.


2




PREMIER HOLDING CORPORATION

 

(a Development Stage Company)

BALANCE SHEETS

 

                                     ASSETS

 

March 31,

   December 31, 

 

     2011     

         2010        

 

(unaudited)

 

CURRENT ASSETS

  
   
 

Cash

$            10,716 

$          10,716   

 

Inventory

 

              21,605 

                     0   

  

TOTAL CURRENT ASSETS

              32,321 

             10,716   

     
     
  

          TOTAL ASSETS

$            32,321 

$          10,716   

     

                            LIABILITIES AND SHAREHOLDERS' DEFICIT

 
   

CURRENT LIABILITIES

  
 

Due to related parties

$            42,584  

$           97,706   

  

          TOTAL CURRENT LIABILITIES

42,584  

             97,706   

   

SHAREHOLDERS' DEFICIT

  
 

Common Stock, 100,000,000  shares

  
 

 authorized, 1,663,169 and 1,000,383, respectively,

  
 

issued and outstanding, par value $.0001

166  

85  

 

  

  
 

Additional Paid-in-Capital

3,914,300 

3,816,675 

 

Deficit accumulated before development stage

(3,732,970)

(3,732,970)

 

Deficit accumulated during development stage

           (191,759)

        (170,780)

 

             (10,263)

          (86,990)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

$             32,321 

$          10,716 

   

The accompanying notes are an integral part of these financial statements




3



PREMIER HOLDING CORPORATION

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

 

 

May 18, 2007

 

 

 

inception of

 

For the three months ended

 

development stage)

 

March,

 

through

 


     2011     


     2010     

 

March 31,          2011       

     

Revenues, net

$             -

$              - 

 

$                 - 

     

Operating expenses

    

General and administrative

      20,980 

        5,541 

 

      157,965 

Total operating expenses

      20,980 

        5,541 

 

      157,965 

     

Operating loss

( 20,980)

(5,541)

 

(157,965)

Other Income

 

980 

Interest & Dividend Income

 

854 

Gain (loss) on sale of

    

  investments

              0 

       (222)

 

      (35,629)

Net loss

$   (20,980)

$   (5,762)

 

$    (191,760)

     

Basic and diluted loss per

    

common share

$     (0.01)

$       (0.01)

  

Weighted average shares

    

    outstanding basic and

    

diluted

1,663,169 

1,000,383 

  

The accompanying notes are an integral part of these financial statements


4




PREMIER HOLDING CORPORATION

(a Development Stage Company)

STATEMENT OF SHAREHOLDERS' DEFICIT

 
   

Deficit

Deficit

 
   

Accumulated

Accumulated

 
  

Additional

Prior to

During

 
 

     Common Stock

Paid-in

Development

Development

 
 

 Shares

 Amount

     Capital    

       Stage      

       Stage      

    Total    

       

Balance, May 18, 2007

302,133

$       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

      

 performed. (Note 6)

698,250

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)

       

Net loss for the year ended

      

  December 31, 2009

            --

          --

             --

               -- 

    (40,230)

(40,230)

       

Balance, December 31, 2009

1,000,383

100

3,816,660

(3,732,970)

(135,005)

(51,215)

Cancellation of Stock

(151,425)

 (15)

15

                --

                --

             --

Net loss for the year ended  

      

December 31, 2010

            --

           --

            --

               -- 

    (35,775)

 ( 35,775)

       

Balance, December 31, 2010

848,952

85

 3,816,675

 (3,732,970)

   (170,780)

   (86,990)

Stock Issued for Cancellation of

      

Company Debt

814,217

           81

97,625

  

97,706   

       

Net loss for the three months

      

ended March 31, 2011

      

(unaudited)

           --

            --

            --

            --

  (20,980 )

(20,980)

Balance, March 31, 2011

1,663,169

        166 

3,914,300

(3,732,970)

(191,760)         

(10,264)

(unaudited)

      

The accompanying notes are an integral part of these financial statements


5




PREMIER HOLDING CORPORATION

 

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

  

May 18, 2007

  

(inception of

 

For the three months ended

development stage)

 

March 31,

through

 

      2011     

      2010     

March 31, 2011

Cash flows from operating activities

   

              Net loss

$    (20,980)

$    (5,762)

$  (191,760)

              Adjustments to reconcile net loss

   

            to cash provided by (used in) operations:

   

       Common stock issued for services

--

                -- 

83,790 

       Loss on sale of investments

--

-- 

35,629 

              Operating Activities:

   

              Purchases of investments

--

                -- 

(242,172)

              Proceeds from sale of investments

        --

            -- 

      206,543 

        Inventory

     (21,604)

              -- 

      (21,604)

             Total Adjustments

      (21,604)

              -- 

        62,186 

 

     Net cash provided by (used for) operating activities

      (42,584)

     (5,762)

     (129,574)

 

Cash flows from financing activities

Advances from related parties

       42,584 

     3,343 

       140,290 

    

     Net cash provided by financing activities

       42,584 

     3,343 

       140,290 

    

.

Net cash increase (decrease) for the period

-- 

(2,419)

10,716 

 

Cash, beginning of the period

       10,716 

      19,478 

                -- 

    

Cash, end of the period

$      10,716 

$   17,059 

$      10,716 

    

Cash paid for interest

$               -- 

$           -- 

$             -- 

    

Cash paid for income taxes

$      1,600 

$           -- 

$       1,600 

Supplemental Schedule of Non-Cash Investing and

Financing Activities:

Debt Extinguished from Issuance of Common Stock



97,706 

  

The accompanying notes are an integral part of these financial statements


6


PREMIER HOLDING CORPORATION


(a Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2011


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 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 since November 1, 2006.  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 initiated its business plan to sell low cost caskets.  The first order of caskets consisted of 64 caskets of five different styles and colors.  The initial sales will center in Porterville, California and be conducted by commissioned salespersons contracted by the Company.  The various details of the business plan will be adjusted as needed and depending on the results, other areas in central California will be started using the initial formula established in Porterville.  The Company has leased a 2400 square foot warehouse/showroom in Porterville, California which will serve as the distribution center and showroom initially.  Sales will be conducted by independent contracted sales people.  The Porterville operation will serve as the Company’s test sight to measure efficiency and profitability under the present business plan.  Adjustments will be made, as needed, prior to expansion to neighboring communities.  On March 8, 2011 the Company filed a Super 8K announcing that the Company is no longer a shell company.  

7


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.

 

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.


Development Stage Company


The Company is currently considered a development stage company. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception of the development stage to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized.  The Company expects to realize its first revenues in its second quarter since the initial order of goods has been received.


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. As of March 31, 2011 and December 31, 2010, the Company has $10,716 and $10,716 in cash and cash equivalents, respectively.


Inventory


Inventories are stated at the lower of cost (first-in, first-out basis) or market value.

8


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 reflect 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 March 31, 2011 and December 31, 2010.


Deferred and Provisional 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.


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.


Investments


The Company accounts for its marketable securities, which are classified as trading securities, in accordance with generally accepted accounting principles for certain investments in debt and equity securities, which requires that trading securities be carried at fair value.  Unrealized gains and losses due to changes in fair value as well as realized gains and losses resulting from sales of securities are reported as Other Income/Expenses in the statement of operations.  Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available.  The cost basis for realized gains and losses is determined on a specific identification basis.  As of March 31, 2011, the Company had no marketable securities.  


Stock-based compensation


The Company adopted FASB guidance on stock based compensation upon inception at January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock options issued for services and compensation from inception through the period ended as presented.  The total amount of common stock issued for services since inception of development stage was 698,250 through March 31, 2011.  On January 29, 2011 the Company issued 814,217 shares of common stock to cancel a Company debt of $97,706 owed to Jack Gregory an officer of the Company.    


Our employee stock-based compensation awards are accounted for under the fair value method of accounting, as such, we record the related expense based on the more reliable measurement of the services provided, or the fair market value of the stock issued multiplied by the number of shares awarded.

9


We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation model to measure stock option expense at the date of grant. We do not backdate, re-price, or grant stock-based awards retroactively. As of the date of this report, we have not issued any stock options.

  

Recent Accounting Pronouncements


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

 

In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its results of operations or financial position.


In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its results of operations or financial position.


In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 1, 2010. The Company does not expect the adoption of ASU 2010-2 to have a material impact on the Company's results of operations or financial position.


10


In December 2009, FASB issued ASU 2009-17 Consolidations (Topic 810) Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities ("ASU 2009-17"). ASU 2009-17 amends the FASB ASC for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in ASU 2009-17 replace the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. ASU 2009-17 also requires additional disclosures about an enterprise's involvement in variable interest entities. ASU 2009-17 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of ASU 2009-17 to have a material impact on its results of operations or financial position.

 

In December 2009, FASB issued ASU 2009-16 Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets ("ASU 2009-16"). ASU 2009-16 amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assetsan amendment of FASB Statement No. 140. The amendments in ASU 2009-16 improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASU 2009-16 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009.  The Company does not expect the adoption of ASU 2009-16 to have a material impact on its results of operations or financial position.


In August 2009, FASB issued ASU 2009-5 Fair Value Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value ("ASU 2009-5"). ASU 2009-5 provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of liabilities. ASU 2009-5 clarifies that in circumstances in which a quoted price in an active market for the identical liability is not available; a reporting entity is required to measure fair value. ASU 2009-5 was effective for the Company for interim and annual periods ending after September 30, 2009. The adoption of ASU 2009-5 did not have a material impact on the Company’s results of operations or financial position.


In August 2009, FASB issued ASU 2009-4 Accounting for Redeemable Equity Instrumentsan Amendment to Section 480-10-S99 ("ASU 2009-4"). ASU 2009-4 represents a Securities and Exchange Commission ("SEC") update to Section 480-10-S99, Distinguishing Liabilities from Equity. The adoption of guidance within ASU 2009-4 did not have an impact on the Company's results of operations or financial position.


In June 2009, FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—A Replacement of FASB Statement No. 162, (now codified within ASC 105, Generally Accepted Accounting Principles ("ASC 105")). ASC 105 establishes the Codification as the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. All guidance contained in the Codification carries an equal level of authority. Following this statement, FASB will not issue new standards in the form of statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.

11



Instead, it will issue Accounting Standards Updates, which will serve only to: (1) update the Codification; (2) provide background information about the guidance; and (3) provide the bases for conclusions on the change(s) in the Codification. ASC 105 was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification supersedes all existing non-SEC accounting and reporting standards. The adoption of ASC 105 did not have an impact on the Company's results of operations or financial position.


In May 2009, FASB issued SFAS No. 165, Subsequent Events, (now codified within ASC 855, Subsequent Events ("ASC 855")). ASC 855 establishes the general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 was effective for the Company on April 1, 2009. The adoption of ASC 855 did not have a material impact on the Company's results of operations or financial position.

 

In April 2009, FASB issued Staff Position ("FSP") No. 115-2 and FSP 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (now codified within ASC 320, Investments—Debt and Equity Securities ("ASC 320")). ASC 320 provides greater clarity about the credit and noncredit component of an other-than-temporary impairment event and more effectively communicates when an other-than-temporary impairment event has occurred. ASC 320 amends the other-than-temporary impairment model for debt securities. The impairment model for equity securities was not affected. Under ASC 320, an other-than-temporary impairment must be recognized through earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost basis. This standard was effective for interim periods ending after June 15, 2009. The adoption of ASC 320 did not have a material impact on the Company's results of operations or financial position.


In April 2009, FASB issued FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (now codified within ASC 820, Fair Value Measurements and Disclosures). ASC 820 provides guidelines for making fair value measurements more consistent and provides additional authoritative guidance in determining whether a market is active or inactive and whether a transaction is distressed. ASC 820 is applied to all assets and liabilities (i.e., financial and non-financial) and requires enhanced disclosures. This standard was effective for periods ending after June 15, 2009. The adoption of ASC 820 did not have a material impact on the Company's results of operations or financial position.


In April 2009, FASB issued FSP 107-1 and Accounting Principles Board 28-1, Interim Disclosures about Fair Value of Financial Instruments (now codified within ASC 825, Financial Instruments ("ASC 825")). ASC 825 requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. ASC 825 was effective for interim periods ending after June 15, 2009. The adoption of ASC 825 did not have a material impact on the Company’s results of operations or financial position.



12



Fair Value Measurements


Our financial instruments as defined by the FASB SAC Topic dealing with “Disclosures about Fair Value of Financial Instruments,” include cash, investments and other current liabilities.  All instruments except investments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2011 and December 31, 2010.  Investments are adjusted to fair market value at each reporting period.  

 

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.


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.


13


The following table presents assets and liabilities that are measured and recognized at fair value as of March 31, 2011 on a non-recurring basis:


    

Total

    

Gains

Description

Level 1

Level 2

Level 3

(Losses)

     

Investments in trading securities

  $      -

 $          -

 $          -

 $          -

 

    
     



The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2010 on a non-recurring basis:


    

Total

    

Gains

Description

Level 1

Level 2

Level 3

(Losses)

     

Investments in trading securities

  $          -

 $          -

 $          -

 $          -

 

    
     


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.   


NOTE 3 – Inventory


Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following at March 31:


2011

2010

Resale Items

$21,604

$        --



NOTE 4 – GOING CONCERN


The Company has just 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.  As shown in the accompanying financial statements, the Company has incurred recurring net losses from operations resulting in an accumulated deficit of $3,732,970 and $191,760 before and after entering development stage, respectively, and a working capital deficit of $10,264 as of March 31, 2011. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.  On January 29, 2011, the Company’s Board of Directors resolved to issue to Jack Gregory, President and CEO, 814,217 shares of the Company’s restricted stock in return for cancellation of $97,706 Company debt owed to Jack Gregory.  The shares were valued at $0.12 (twelve cents) and this value was determined from the previous issuance of shares to Jack Gregory.  The shares of the Company are listed on the OTC Bulletin Board under the symbols PRHL.  Financing of the restoration of the Company and all ongoing operations had been through non-interest bearing loans from the President, Jack Gregory, however there can be no assurance that financing will continue in the same fashion.

     The current period financial statement reflects a decrease of $97,706 in the Company liabilities resulting from the issuance of 814,217 shares of restricted stock to the Company President, Jack Gregory.


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The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


NOTE 5 – RELATED PARTY TRANSACTIONS


On or about November 15, 2007, officer and director Jack Gregory was issued 698,250 shares of common stock; $43,760 in exchange for company expenses paid and $40,030 for services rendered, for a total of $83,790 in 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.


The Company’s Chief Executive Officer Jack Gregory had advanced $97,706 as of December 31, 2010 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 with no set maturity date.  This loan was cancelled with the issuance of 814,217 shares of the Company’s restricted stock on January 29, 2011 and a Form 8K was filed with the Commission describing the event.


Since January 1, 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 6 – INVESTMENTS


Investments in equity securities as of March 31, 2011 and December 31, 2010 are $0.  During the quarter ending March 31, 2011, the company purchased $0 in equity securities.  



NOTE 7 – COMMON STOCK


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


On August 20, 2007  during a special meeting of the Company’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 business consultants and professionals the Board of Directors determined that the only feasible way for the Company to reimburse the business consultants and professionals was to issue restricted common shares.


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The Company issued 698,250 shares of restricted common stock to Jack Gregory, its Chief Executive Officer, to reimburse $43,760 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 execute a reverse stock split on a 1:40 basis.  The financial statements have been adjusted for all periods presented to reflect this split.


On January 29, 2011, the Company issued 814,217 shares of restricted common stock to its Chief Executive Officer, Jack Gregory, to repay a loan of $97,706.  All appropriate adjustments appear in the current financial statement reflecting this reduction in Company debt.


NOTE 8 – INCOME TAXES


           March 31, 2011         December 31, 2010

Deferred tax assets


Net operating loss carry forwards

$ 3,924,730

           $ 3,903,750   

  

Gross deferred tax assets

$ 1,373,656   

$ 1,366,313   

Less – Valuation allowance

$(1,373,656)

            $(1,366,313)



Net deferred tax assets

$               --

 $               --         

 

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income.  As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.  The Company has evaluated its tax positions in accordance with the accounting standard requiring disclosure of uncertain tax positions.  The Company has no uncertain tax positions to disclose.   


NOTE 9 – SUBSEQUENT EVENTS


The Company filed an 8K on March 8, 2011 announcing that the Company ceased doing business as a shell company (as defined under Rule 12b-2 under the Securities Exchange Act of 1934).


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Item 2:  Management’s Discussion and Analysis or Plan of Operation


The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operations contained in the Company’s Report on Form 10K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission.


Results of Operations


The quarter ended March 31, 2011, resulted in a net loss of ($20,980) as compared to the net loss during the quarter ended March 31, 2010, of ($5,762). The Company had increased its losses from the prior fiscal year, same three-month period by $15,218 or approximately 264 percent. The increased loss resulted from the additional costs related to the startup of the sale of caskets. The Basic and Diluted Loss per Share for the quarter ended March 31, 2011, is ($.01), which is an increase as compared to the ($.01) loss per share for the three-month period ended March 31, 2010.  The quarters ended March 31, 2011 and 2010 resulted in no revenue.  


Liquidity


As of March 31, 2011, we had $10,716 in cash, with total current assets of $32,320 and total current liabilities of  $42,584. The Company has a working capital deficit of $10,264 and $86,990 as of March 31, 2011 and December 31, 2010.  The working capital deficit decreased $76,726 during this time period.  We have an accumulated deficit of $3,924,730 and stockholders’ deficit of $10,264 as of March 31, 2011.


Plan of Operations


The issuer has initiated its business plan to sell caskets.  It will initially market the caskets to Indian reservations and to low income groups at a discounted retail price of $950 per unit.  The Company has leased a warehouse/showroom in Porterville, California which will serve as the distribution center for the operation.  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 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 rented storage space.  The storage space that the Company intends to use is in Porterville, California.  We are still considered to be a development stage company, with no revenue, however since the Company has submitted its first order of 64 caskets, the Company expects to derive revenue in its second quarter of the current year.  The estimated time of arrival of the first shipment is April 8, 2011.  


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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, not 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 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 four months.  In the event that the Company is able to secure financing, the costs of expansion and costs of operations will be significantly higher and the financing available, at the time, will determine the rate of expansion and growth.  There is no certainty that financing will be available.  


Critical Accounting Estimates and Policies


The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this filing. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.


We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see note 2 to the financial statements for the period ended March 31, 2011, included in this Form 10Q.


Cash Equivalents


Cash equivalents include all highly liquid debt instruments with original maturities of six months or less which are not securing any corporate obligations.

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Stock Based Compensation


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


Estimates


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


Advertising Costs


Advertising costs are expensed as incurred. There were no advertising expenses for the period ended March 31, 2011 however the Company expects to incur advertising cost starting in its second quarter.


Income Taxes


In February 1992, the Financial Accounting Standards Board (“FASB”) issued and accounting standard that required a change from the deferred method of accounting for income taxes to the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this standard the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Earnings (Loss) 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 reflect 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 March 31, 2011 and December 31, 2010.


Segment Reporting


Based on the Company's integration and management strategies, the Company operates in a single business segment. For the period ended March 31, 2011, the Company had no revenue.


19



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets will be valued at fair value as determined in good faith by or under the direction of the Board of Directors, which will be based on our cost of goods reports.  Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s assets, general market conditions and supply and demand.


Item 4: Controls and Procedures


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation 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 as of March 31, 2011. 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 was required to apply its reasonable judgment. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2011, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


The Company has identified the following weaknesses in internal control:


The Company does not have an independent board of directors or audit committee or adequate

            segregation of duties;


All of our financial reporting is carried out by our financial consultant.


We do not have an independent body to oversee our internal controls over financial reporting and lack

            segregation of duties due to the limited nature and resources of the Company.


20


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


We plan to rectify these weaknesses by implementing an independent board of directors and hiring additional accounting personnel once we have additional resources to do so.  We have hired a new financial consultant who possesses additional financial reporting experience to assist the Company with its filings.


PART II – OTHER INFORMATION


Item 1. Legal Proceedings


In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, employment and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would have a material adverse effect on the business or financial condition of the Company.  Additionally, from time to time, we may pursue litigation against third parties to enforce or protect our rights under our contracts, trademarks, trade secrets and our intellectual property rights generally.  At the present time, the Company is not the subject of any lawsuits or claims.


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, 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.


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.



21


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.


Our management has no experience in the casket business, which may affect our ability 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 a market for our common stock  


The Company filed a Form 15C-211 and registered its shares through FINRA.  The Company was sponsored by a brokerage firm and the shares of the Company are listed in the OTC Bulletin Board under the symbols PRHL.  .


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.


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.


22


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, 2009 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

 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.


23


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 antiquated 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 3. Unregistered Sales of Equity Securities and Use of Proceeds


The following securities were issued by PREMIER HOLDING CORPORATION. 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; $43,760 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.


On January 29, 2011 the Company’s Board of Directors issued to Jack Gregory, President and CEO, 814,217 shares of the Company’s restricted stock to cancel the debt of $97,706 that the Company owed Jack Gregory.  The appropriate adjustments were made in the financial statements presented this quarter’s Form 10Q.


Item 4. Defaults Upon Senior Securities

None.

Item 5. Submission of Matters to a Vote of Security Holders

None.

Item 6. Other Information

None.



24


Item 7. Exhibits and Reports on Form 8-K


Exhibit    No. 

                                                 Description                                              

31.1

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

31.2

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350




25



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: April 28, 2011

PREMIER HOLDING CORPORATION


By:            JACK GREGORY


           /s/ JACK GREGORY                                  

               Chief Executive Officer and Director

  

Date: April 28, 2011

By:           JASMINE GREGORY


           /s/ JASMINE GREGORY                                              

                 Chief Financial Officer, Secretary and Director






26