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
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Premier Holding Corp.
(Name of Small Business Issuer in its charter)
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Nevada |
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88-0344135 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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4705 West Addisyn Court |
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Visalia, California |
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93291 |
(Address of principal executive offices) |
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(Zip Code) |
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Issuers Telephone Number 559-732-8177
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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__
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TABLE OF CONTENTS |
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PAGE |
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Item 1 |
3 |
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Item 1A |
5 |
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Item 2 |
7 |
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Item 3 |
8 |
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Item 4 |
Security Ownership of Certain Beneficial Owners and Management |
8 |
Item 5 |
8 |
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Item 6 |
9 |
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Item 7 |
Certain Relationships and Related Transactions, and Director Independence |
10 |
Item 8. |
10 |
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Item 9 |
Market price of and Dividends on the Registrants Common Equity and Related Stockholder Matter |
10 |
Item 10 |
11 |
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Item 11 |
12 |
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Item 12 |
12 |
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Item 13 |
13 |
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Item 14 |
13 |
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Item 15 |
13 |
2
Business Development
The Company was incorporated in Nevada on October 18, 1971. The Companys 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 officers and directors 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 Companys 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 companys 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 companys 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.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. The Companys expectation of results and other forward-looking statements contained in this registration statement involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially from those expected are the following: business conditions and general economic conditions, and competitive factors, such as pricing and marketing efforts. These and other factors may cause expectations to differ.
Business
At the time the companys 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. 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.
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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 companys 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 companys costs and interest rates of approximately 1 ½% per month, which will provide an increase in net income to the company.
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 Companys business and government regulations have a negligible effect on its business.
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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.
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 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.
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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.
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.
6
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 Companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures every quarter. In designing and evaluating the Companys 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 Companys management is required to apply its reasonable judgment.
Furthermore, management is required to consider certain matters deemed by the Companys independent auditors to constitute a material weakness in the Companys internal control over financial reporting. The Companys 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 Companys 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 Commissions 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 issuers principals. There is no written commitment for this financing; only oral indications.
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. The Company will purchase caskets in containers with 54 caskets per container. The caskets are shipped in firm cardboard enclosures. Routinely, the enclosures are stacked on end and stand side by side. The storage space available to the Company in Porterville, California comes in 10 by 20 foot increments at the cost of $81 per 10x20 foot space month. The space necessary for storing 54 caskets is minimal and the storage space chosen for the Companys initial shipment is adequate to handle 54 caskets. We are still considered to be a development stage company, with no significant revenue.
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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, 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.
Item 3. PROPERTIES
The Companys properties are limited at the present time to its home offices in Visalia, California, located in the personal residence of the Companys 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 Companys 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.
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.
The current executive officers, key employees and directors of the Company are as follows:
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Name |
Age |
Position |
Jack Gregory |
78 |
CEO, Director |
Jasmine Gregory |
70 |
CFO, Secretary, Director |
Jack Gregory, M.D. - Dr. Gregory is the current Chief Executive Officer and Director of the company since May 19, 2007. From March 2001 through December 2003, he was president and director of Jasmines 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 Jasmines 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 womens 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.
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*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 Companys last two fiscal years.
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 |
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* 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. He 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.
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 companys 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.
On January 17, 2008 the Company borrowed $20,000 from the Companys 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 Companys Chief Executive Officer Jack Gregory has advanced $10,986 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.
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 Companys securities will be quoted on the bulletin board or any other quotation medium.
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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.
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.
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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, 2008, 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.
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.
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ARTICLES OF INCORPORATION AND BY-LAWS
The Company's Articles of Incorporation, provides 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.
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 Sheet
Statement of Operations
Statement of Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
Financial Statements period ended September 30, 2009 (unaudited)
Balance Sheet
Statement of Operations
Statement of Stockholders Equity
Statement of Cash Flows
Notes to Financial Statements
(b)
The following exhibits are filed as part of this Registration Statement:
EXHIBIT NO. |
DESCRIPTION |
3.1
3.2 |
Articles of Incorporation and amendments By laws |
99.1 |
Specimen of Stock Certificate |
23.1 |
Consent of Independent Accountant |
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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 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, based on our audits as of and for the year ended December 31, 2008, such financial statements 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
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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 Companys 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 Companys shares were listed on the Pink Sheets under the symbol OVMI. The Companys 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 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 Companys financial statements. The financial statements and notes are representations of the Companys 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 Companys 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 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.
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.
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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 Companys 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 Companys 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.
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 managements best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Companys 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 Companys 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.
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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 companys 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 January 1, 2006 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 Companys 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.
The Companys 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 Companys 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 Compays 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 rquired 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 remiburse $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.
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On November 13, 2008 the Company filed a Certificate of Amendment ot 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.
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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 Companys 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 Companys shares were listed on the Pink Sheets under the symbol OVMI. The Companys 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 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 Companys financial statements. The financial statements and notes are representations of the Companys 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 Companys 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.
The Companys 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.
Recent Accounting Pronouncements
The adoption of these accounting standards had the following impact on the Companys 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.
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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 Companys 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 Companys 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 Companys 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.
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 transferors 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 transferors beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale.
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Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferors continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entitys 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 enterprises 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 entitys 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 entitys 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 entitys expected losses, receives a majority of the entitys expected residual returns, or both. This FASB ASC Topic shall be effective as of the beginning of each reporting entitys 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). 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 entitys 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 investors 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 entitys 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 ongovernmental 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.
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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 Companys 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 managements best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to the Companys 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 Companys 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.
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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 companys 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 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 Companys 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 Companys Chief Executive Officer Jack Gregory has advanced $10,986 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 Companys 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 Compays 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 remiburse $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.
33
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.
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: June 11, 2010 |
Premier Holding Corp., Registrant |
By : /s/ Jack Gregory |
|
Jack Gregory |
|
Chief Executive Officer and Director |
|
34
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 18, 1971
JOHN KORVITZ
No. 2819-71
ARTICLES OF INCORPORATION
OF
MR. NEVADA, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of
the State of Nevada, and we do hereby state and certify:
FIRST: That the name of said corporation shall be as follows: MR. NEVADA,
INC.
SECOND: That the purpose and objects for which this corporation is formed
is to engage in and carry on any lawful activity, subject to expressed
limitations, if any.
THIRD: That the location of the principal office of this corporation,
within the State of Nevada, is Suite 500, 302 East Carson, Las Vegas, Nevada,
and that the Resident Agent in charge thereof is THOMAS L. PURSEL, ESQ.
FOURTH: That the total authorized capital stock of this corporation is one
HUNDRED THOUSAND ($100,000.00) DOLLARS, divided into ONE MILLION (1,000,000)
shares of common stock of the par value of TEN (10(cent)) CENTS per share.
FIFTH: That the capital stock of this corporation shall not be subject to
assessment.
SIXTH: The member of the governing board shall be styled Directors, and
the number of such Board of Directors shall consist of three and the names and
addresses of the first Board of Directors who will serve as such until their
successors are elected or appointed are:
MILLARD J. HATCH- Suite 500, 302 E. Carson, Las Vegas, Nevada
MILDRED L. HATCH- Suite 500, 302 E. Carson, Las Vegas, Nevada
THOMAS L. PURSEL- Suite 500, 302 E. Carson, Las Vegas, Nevada
SEVENTH: The names and addresses of each of the incorporators signing the
Articles of Incorporation, are:
WILLIAM J. HATCH................... Suite 500, 302 E. Carson
Las Vegas, Nevada
THOMAS L. PURSEL................... Suite 500, 302 E. Carson
Las Vegas, Nevada
KAREN F. CAESAR.................... Suite 500, 302 E. Carson
Las Vegas, Nevada
EIGHTH: That this corporation shall have perpetual existence.
IN WITNESS WHEREOF, the undersigned incorporators have executed these
Articles of Incorporation this 8th day of September, 1971.
/s/
--------------------
WILLARD J. HATCH
/s/
--------------------
THOMAS L. PURSEL
/s/
--------------------
KAREN P. CAESAR
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On this 8th day of September, 1971, before me a Notary Public in and for
the County and State, personally appeared WILLARD J. HATCH, THOMAS L. PURSEL and
KAREN F. CAESAR, known to me to be the persons described in and who executed the
foregoing Articles of Incorporation, who acknowledged to me that they executed
the same freely and voluntarily and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal.
/s/Jack J. Pursel
--------------------------------
Notary Public - State of Nevada
Clark County
JACK J. PURSEL
My Commission Expires June 17, 1975
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(after issuance of stock)
MR. NEVADA, INC.
We, the undersigned President and Secretary of Mr. Nevada, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened and held on the 5th day of July, 1995, again adopted a resolution, said resolution originally adopted at a meeting duly convened and held on 16th April,
1990, to amend the original articles as follows: ;
Article IV is hereby amended to read as follows:
FOURTH: That the total authorized capitalization of this corporation shall be and is the sum of $4,000.00 consisting of 40,000,000 shares of $.0001 par value common stock. Said stock shall carry full voting power and the said shares shall be issued full paid and non assessable at such times as the Board of Directors may designate in exchange for cash, property or services, the stock of other corporations or other values, rights or things and the judgment of the
Board of Directors as to the value thereof shall be conclusive.
The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is One million, six hundred thousand (1,600,000), that said change and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.
------------------------------
President
------------------------------
Secretary
State of Arizona
)
)ss:
County of Maricopa)
On this 6th day of July, 1995, personally appeared before me, a Notary Public, William G. Priess and J. M. Green, both of whom acknowledged that they executed the above instrument.
-----------------------------
Notary Public
My Commission Expires:
BY-LAWS
OF
MR. NEVADA, INC.
ARTICLE I - OFFICES
The registered office of the corporation in the State of Nevada shall be
located at 112 North Third, Las Vegas,Nevada. The corporation may have such
other offices, either within or without the state of incorporation, as the Board
of Directors may designate or as the business of the corporation may from time
to time require.
ARTICLE II - SHAREHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on 10th of April in
each year, beginning with the year 1972 at 2:00 o'clock p.m., or such other time
or such other day as shall be fixed by the Board of Directors, for the purpose
of electing Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a Sunday or
a legal holiday such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated herein for
the annual meeting, the Board of Directors shall cause the election to be held
at a special meeting of shareholders as soon thereafter as conveniently
possible.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by a minimum
of two members of the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty (50%) per cent of all the
outstanding shares of the corporation entitled to vote at the meetings.
3. PLACE OF MEETING.
The Directors may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the place of meeting for
any annual meeting or for any special meeting called by the Directors. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation.
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4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than forty five
(45) days before the date of the meeting, either personally or by mail, by an
officer of the corporation at the direction of the President, the Secretary, or
the person or persons calling the meeting, to each stockholder or record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the stockholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.
5. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD.
In order that the corporation may determine the shareholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express written consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
change conversion or exchange of shares or for the purpose of any other lawful
action, the Board of Directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, ten (10) days. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the
Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of stockholders, not less than ten (10) days
prior any other action.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any stockholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder at any time during the meeting. The original stock
transfer book shall be prima facie evidence as to those stockholders entitled to
2
<PAGE>
examine such list or transfer book or to vote at the meeting of stockholders.
Failure to comply with the requirements of this section does not affect the
validity of any action taken at the meeting.
7. QUORUM.
At any meeting of stockholders fifty per cent (50%) of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
of the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the Secretary of the corporation before or at the time
of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
Directors and upon any question before the meeting shall be by ballot. All
elections for Directors shall be decided by plurality vote\\; all other
questions shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of incorporation. Voting
for any matter need not be by written ballot.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
3
<PAGE>
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its Board
of Directors. The Directors shall in all cases act as a Board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of the State of incorporation.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of Directors of the corporation shall be at least two (2) and
not more than thirty five (35). Each Director shall hold office until the next
annual meeting of stockholders and until his successor shall have been elected
and qualified.
3. REGULAR MEETINGS.
A regular meeting of the Directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders The Directors may provide, by resolution, the t me and place for
the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the Directors may be called by or at the request of
the President or a majority of the remaining Directors. The person or persons
authorized to call special meetings of the Directors may fix the place for
4
<PAGE>
holding any special meeting of the Directors called by them, provided that the
place of the meeting is approved by the President of the corporation.
5. NOTICE.
Notice of any special meeting shall be given at least ten (10) days
previously thereto by written notice delivered personally, or by telegram or
mailed to each Director at his business address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting.
6. QUORUM.
At any meeting of the Directors fifty one per cent (51%) shall constitute
a quorum for the transaction of business, but if less than said number is
present at a meeting, a majority of the Directors present may adjourn the
meeting.
7. MANNER OF ACTING.
The act of the majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Directors.
8. NEWLY CREATED DIRECTORSHIPS
The Board of Directors may increase the number of Directors by a two
thirds (2/3) majority vote, subject to the ratification of the shareholders.
Newly created directorships resulting from an increase in the number of
Directors may be filled by a vote of a two thirds (2/3) majority of the
Directors then in office, subject to a ratification of the shareholders. The
term of any newly created directorship shall be determined by the Board of
Directors.
9. REMOVAL OF DIRECTORS.
Any of the Directors may be removed for cause by vote of the stockholders
or by action of the Board.
10. RESIGNATION.
A Director may resign at any time by giving written notice to the Board,
the President or the Secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the Board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
5
<PAGE>
11. VACANCIES
Directors shall be elected to fill any vacancy by simple majority vote of
the Board of Directors. A Director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his or her successor.
12. COMPENSATION.
Compensation may be paid to Directors as such, for their services, by
resolution of the Board. A fixed sum and expenses for actual attendance at each
regular or special meeting of the Board may also be authorized. Nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefore.
13. PRESUMPTION OF ASSENT.
A Director of the corporation who is present at a meeting of the Directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
14. EXECUTIVE AND OTHER COMMITTEES.
The Board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of one (1) or more
Directors. Each such committee shall serve at the pleasure of the Board.
15. INDEMNIFICATION.
Each Officer and/or Director shall be indemnified by the corporation from
suits by Shareholders, other Directors or creditors of the corporation unless
such Officer or Director shall have been adjudicated in a court of law to have
committed fraud or willful malfeasance. This indemnification shall not apply to
suits filed under the Securities Exchange Act of 1934 and amendments thereto.
Nothing in this paragraph shall be construed to run counter to public policy as
set forth by the United States Securities and Exchange Commission.
6
<PAGE>
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the Directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the Directors shall be
elected annually at the first meeting of the Directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
3. REMOVAL.
Any officer or agent elected or appointed by the Directors may be removed
by the Directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract right, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
5. PRESIDENT.
The President shall be the principal executive officer of the corporation
and, subject to the control of the Directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the Directors. He
may sign, with the Secretary or any other proper officer of the corporation
authorized by the Directors, certificates for shares of the corporation, any
deeds, mortgages, bonds, contracts, or other instruments which the Directors
have authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Directors or by these by-laws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Directors from time to time.
7
<PAGE>
6. SECRETARY.
The Secretary shall keep the minutes of the stockholders' and of the
Directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the Secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of Secretary, preside at meetings in the absence
of the President perform such other duties as from time to time may be assigned
to him by the President or by the Directors.
7. TREASURER.
If required by the Directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety as the
Directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the President or by the Directors.
8. SALARIES.
The salaries of the officers shall be fixed from time to time by the
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Directors. Such authority may be general or confined to specific instances.
8
<PAGE>
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
Directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such form
as shall be determined by the Directors. Such certificates shall be signed by
the President and by the Secretary or by such other officers authorized by law
and by the Directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost destroyed or mutilated certificate a new
one may be issued there for upon such terms and indemnity to the corporation as
the Directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the state of incorporation.
9
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January
in each year.
ARTICLE VIII - DIVIDENDS
The Directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder, or Director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stock holders' meeting when the proposed amendment has been set out in the
notice of such meeting.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM
We hereby consent to the use in this Registration Statement on Form 10 of our report dated June 4, 2009 on the financial statements of Premier Holding Corp., as of December 31, 2008, 2007 and 2006 and the related statements of operations, stockholders' equity (deficit) and cash flows for the period from January 1, 2006 (inception of development stage) through December 31, 2009.
We also consent to the reference to us as experts in matters of accounting and auditing in this registration statement.
/s/ Gruber & Co., LLC
By Randall Gruber
January 28, 2009