UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities~~ Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): ~~August~~March 1623, ~~2017~~2018

PREMIER HOLDING CORPORATION

(Exact name of registrant as specified in ~~its~~ charter)

Nevada	000-53824	88-0344135
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation	Number)	Identification No.)

Nevada

(State or other jurisdiction of incorporation)

000-53824
(Commission File Number)

88-0344135
(IRS Employer Identification No.)

1382 Valencia, Unit F, Tustin, CA 92780

(Address of principal executive offices) ~~(Zip~~and ~~Code~~zip code)

~~Registrant’s telephone number, including area code:~~ (949) 260-8070

~~Not~~(Registrant's ~~Applicable~~telephone number including area code)

(~~Former~~Registrant's former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~the~~ registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities ~~Exchange~~ Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws~~Agreement.

On ~~August~~March 1423, ~~2017~~2018, Premier Holding Corporation (~~the~~ “~~Company~~PRHL”) ~~filed~~entered into a ~~Certificate~~Share ofExchange ~~Amendment~~Agreement to(the ~~its~~“Agreement”), ~~Amended~~with ~~Articles~~AOTS of42, ~~Incorporation (the~~Inc., ~~“Articles~~a ofDelaware ~~Amendment~~company (“AOTS”), ~~with~~The ~~the~~Power ~~Secretary~~Company ofUSA, ~~State~~LLC, ofan ~~Nevada~~Illinois ~~effecting~~limited anliability ~~increase~~company in(“TPC”) ~~the~~and ~~authorized~~American ~~shares~~Illuminating ofCompany, ~~common~~LLC, ~~stock~~a ~~from~~Connecticut ~~400,000,000~~limited toliability ~~1,400,000,000~~company (~~the~~ “~~Corporate Action~~AIC”). ~~The~~PRHL ~~number~~is the sole member of ~~authorized~~each ~~preferred~~of ~~shares remained~~TPC ~~unchanged~~and byAIC. Pursuant to the ~~Corporate~~terms ~~Action~~of atthe 50Agreement,~~000,000.~~ ~~The~~AOTS ~~Corporate~~will ~~Action~~issue ~~and~~an ~~the~~aggregate ~~Articles~~of 19,250,000 shares of ~~Amendment~~its ~~became~~common ~~effective~~stock ~~on August~~(the 14“Shares”), to ~~2017,~~PRHL ~~following~~in ~~expiration~~exchange offor a100% ~~20-day~~of ~~waiting~~the ~~period~~membership ~~following~~interests ~~mailing~~ of ~~notification~~each ~~to shareholders~~ of ~~the~~TPC ~~actions taken~~and byAIC ~~written~~(the ~~consent~~“Share Exchange”).

AThe ~~copy~~closing of Share Exchange is subject to customary closing conditions, including, without limitation, such other conditions as follows: (i) approval of the ~~Articles~~stockholders of ~~Amendment~~AOTS isand ~~attached~~PRHL, ~~hereto~~if asapplicable, ~~Exhibit~~(ii) 3.consummation of a private placement offering by AOTS in the amount of no less than $1,000,000 of its Common Stock; (iii) letters of resignation from AOTS’s current officers and ~~incorporated~~directors to be effective upon Closing with the appointments of such officers and directors as requested by ~~reference~~PRHL; ~~herein~~(iv) Share Exchange Agreements between the AOTS and Rescom Energy LLC, and Advanced Lighting, LLC, shall have been fully executed and delivered by the parties thereto; and (v) AOTS shall have obtained the evidence of waiver/cancellation the note issued by TPC to PRHL in the amount of approximately $3,076,500.

Item 59.0701 ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders~~Exhibits.

~~The~~(d) ~~disclosures set forth in Item 5.03 above are incorporated by reference into this Item 5.07.~~Exhibits

On2.1 ~~June~~Share ~~23,~~Exchange ~~2017 (the "Record Date")~~Agreement, ~~the~~dated ~~Company~~as ~~obtained written consent by the holder~~ of ~~the~~March ~~majority~~23, ~~of the voting power of the Company's capital stock approving the Corporate Action.~~2018

~~Item 7.01 Regulation FD Disclosure~~SIGNATURES

~~The~~Pursuant ~~information contained in this Current Report on Form 8-K shall not be deemed~~ to bethe ~~“filed”~~requirements ~~for purposes~~ of ~~Section 18 of~~ the Securities ~~Exchange~~ Exchange Act of 1934, asthe ~~amended~~Registrant ~~(“Exchange~~has ~~Act”),~~duly orcaused bethis ~~otherwise~~report ~~subject~~ to ~~the~~be ~~liabilities~~signed ofon ~~that~~its ~~section,~~behalf ~~nor shall such information be deemed incorporated~~ by ~~reference in any filing under~~ the ~~Securities~~undersigned ~~Act~~hereunto ofduly ~~1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing~~authorized.

~~Item~~PREMIER ~~9.01~~HOLDING ~~Financial~~CORPORATION ~~Statement~~By: ~~and~~/s/ ~~Exhibits~~Randall Letcavage Name: Randall Letcavage Title: Chief Executive Officer

~~(d)~~Dated: ~~Exhibits.~~March 26, 2018

The following documents are filed herewith:

Exhibit No.	Description
Exhibit 3.1	Certificate of Amendment of Amended Articles of Incorporation of Premier Holding Corporation.

SIGNATURES

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

PREMIER HOLDING CORPORATION

By:

/s/ Randall Letcavage

Randall Letcavage

Chief Executive Officer

August 18, 2017

Filing Compare · PREMIER HOLDING CORP.