Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
15 Novembre 2017 - 10:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File Number
000-53824
NOTIFICATION OF LATE FILING
(Check One)
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¨
Form 10-K
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Form 20-F
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Form 11-K
ý
Form 10-Q
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Form 10-D
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Form
N-SAR
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Form N-CSR
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For Period Ended:
September
30, 2017
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Transition Report on Form 10-K
¨
Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
For the Transition Period Ended:
________________________
Nothing in this form shall be construed
to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Premier Holding Corporation
Full Name of Registrant
N/A
Former Name if Applicable
1382 Valencia, Unit F
Address of Principal Executive Office
(Street and Number)
Tustin, CA 92780
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate.)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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[X]
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form
N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III-- NARRATIVE
State below in reasonable detail why the
Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The compilation, dissemination and review
of the information required to be presented in the Form 10-Q for the period ending September 30, 2017 could not be completed
and filed due to additional time required by the registrant to finalize its financial statement analysis for the carrying
value of certain intangible assets.
The registrant anticipates it will file such report
no later than five days after its original prescribed due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Randall Letcavage
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949
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260-8070
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(Name)
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? [X] Yes [_] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
It is anticipated that there will be a significant change
in the registrant’s results of operations from the quarter ended September 30, 2016, as compared to the Form 10-Q for the
period ended September 30, 2017. On February 28, 2013, the registrant acquired an 80% interest in The Power Company USA, LLC for
30,000,000 shares of the registrant’s common stock valued at $4.5 million, of which $4.0 million had been recorded as goodwill
as of the balance sheet date of September 30, 2016. For the period ended September 30, 2017, the registrant evaluated the carrying
value of that goodwill and, based on that evaluation, has determined that there is an impairment of approximately $2.085 million.
Such impairment is expected to impact the carrying value of the goodwill recorded on the registrant’s balance sheet as of
September 30, 2017, and result in impairment expense of approximately $2.085 million on the consolidated statements of operations
for the three and nine months ended September 30, 2017.
Premier Holding Corp.
(Name of Registrant as Specified in its
Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date November 15, 2017
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By:
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/s/ Randall Letcavage
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Name:
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Randall Letcavage
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Title:
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Chief Executive Officer
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Premier (CE) (USOTC:PRHL)
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