UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): ~~November~~January 3020, ~~2020~~2021

PREMIER HOLDING CORPORATION

(Exact name of registrant as specified in charter)

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 and zip code)

(949) 260-8070

(Registrant's telephone number including area code)

Not Applicable

(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 registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01. Other Events

SEC Case

On ~~November~~January 3020, ~~2020~~2021, in in SEC vs. Premier Holding Corp., et. al.., Case No. 8:18-cv-00813-CJC ~~(the “Case”)~~, the United States District Court for the Central District of California ~~(the “Court”)~~ entered an order ~~against~~of ~~Premier~~judgment ~~Holding Corp. (“~~against Premier~~,” the~~ ~~“Company,” or “We”)~~ and our CEO, Mr. Randall Letcavage (the “Order”). ~~In the Order, the Court granted the SEC’s motion for summary judgment against~~ Premier ~~and Mr. Letcavage for violations of Section 17(a) of the Securities~~ ~~Act~~ and ~~Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The Court’s Order also provides for a five (5) year officer and director and penny stock bar for~~ Mr. Letcavage. ~~The~~are ~~Court’s~~currently ~~Order~~working iswith ~~not~~their ~~final~~attorneys and enforceable against the Company or Mr. Letcavage until the Court rules on the remaining issue of monetary relief. While it is unclear exactly when the Court will rule on the issue of monetary relief, it is expected to ~~be sometime in January 2021.. Additionally, Premier and Mr. Letcavage intend to file a petition for an immediate~~ appeal of the Order’s ~~injunction~~ and ~~officer~~stay ~~and~~its ~~director and penny stock bars against Mr~~enforcement. ~~Letcavage and Premier Order with the Ninth Circuit Court of Appeals (the “Appeal”) since the Company and Mr. Letcavage believe that the Order was decided incorrectly as a matter of law.~~

~~Upon~~The ~~such~~Order ~~timely~~against ~~filing of~~Premier ~~the~~and ~~Appeal,~~Mr. ~~further~~Letcavage provides ~~proceedings~~for ina ~~the~~permanent ~~Case~~injunction ~~will~~against bePremier ~~stayed~~and ~~until~~Mr. ~~the~~Letcavage ~~Ninth~~from ~~Circuit~~violating ~~Court~~the offederal ~~Appeals~~securities ~~decides~~laws ~~whether~~in ~~to take~~ the ~~Appeal~~future, plus joint and, ifseveral itmonetary ~~does,~~liability ~~the~~for ~~stay~~Premier ~~will~~and ~~remain~~Mr. inLetcavage ~~effect~~of ~~until~~approximately ~~the~~$8,000,000. The ~~Appeal~~judgment isalso provides ~~decided,~~for ~~whose~~a ~~future~~5-year ~~date~~Penny isStock ~~not~~and ~~presently~~Officer ~~known. Accordingly,~~and Director bar for Mr. Letcavage, ~~intends~~and toas ~~remain~~a asresult, ~~CEO~~he ~~and~~has ~~Chairman~~resigned ofhis ~~the~~positions as ~~Company~~Chairman ~~unless~~of the ~~Appeal~~Board isof ~~denied~~Directors orand ~~adjudicated~~Chief ~~against Premier~~Executive ~~and~~Officer ~~Mr.~~pending ~~Letcavage~~the bysuccessful ~~the~~overturning ~~Ninth~~of ~~Circuit~~these ~~Court~~bars, ofif ~~Appeals~~any, on appeal.

~~The~~Premier ~~order~~and ~~additionally~~Mr. Letcavage intend to file ~~provides~~a petition for aan ~~permanent~~immediate appeal of the Order’s injunction ~~against~~and ~~Premier~~officer and director and penny stock bars against Mr. Letcavage and ~~from~~Premier ~~future~~Order ~~violations~~with the Ninth Circuit Court of Appeals (the ~~federal~~“Appeal”) ~~securities~~since ~~laws.~~the ~~However, Premier~~Company and Mr. Letcavage ~~intend~~believe that tothe ~~also~~Order ~~appeal~~was ~~this~~decided ~~portion~~incorrectly ofas ~~the~~a ~~order~~matter of law.

~~As previously disclosed by~~ Premier ~~in our public filings, including most recently in our quarterly report on Form 10-Q for the period ended June 30, 2018, the United States Securities~~ and Exchange Commission filed a complaint in the United States District Court for the Central District of California on December 4, 2017, Case No. 8:18-cv-00813-CJC alleging multiple violations against Premier and our CEO, Mr. ~~Randall~~ Letcavage~~. Specifically, the SEC alleged that Mr. Letcavage violated (1) Section 17(a) of the Securities Act, (2) Section 10(b)~~ ofcontinue the Exchange Act and Rule 10b-5 thereunder, and (3) Sections 13(a) and 13(b)(5) of the Exchange Act and Rules 13a-14 and 13b2-1 thereunder. It also alleged that Mr. Letcavage was liable (4) as a control person, pursuant to ~~Section~~vigorously ~~20(a)~~deny of the ~~Exchange Act, for Premier~~SEC’s ~~Section~~allegations ~~10(b)~~upon ~~and~~which ~~Rule~~the ~~10b-5~~District ~~violations and (5) for aiding and abetting Premier~~Court’s ~~violations~~judgment ~~of Sections 17(a)(2) and 17(a)(3) of the Securities Act, Section 13(a) of the Exchange Act, and Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. Finally, the SEC alleged that Premier~~ was liable for violating (1) Section 17(a) of the Securities Act of 1933 (“Securities Act”), (2) Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder, and (3) Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 13a-1, 13a-11, and 13a-13 thereunderbased. ~~In the Case, the Court had previously issued certain default and discovery sanctions against Premier and Mr. Letcavage.~~

Premier and Mr. Letcavage continue to vigorously deny the SEC’s allegations.

B. Premier’s Late Filing of Certain Disclosure Forms.

The Company has not filed Forms 10K (Annual Report) and 10-Q (Quarterly Report) with the SEC since on or about the second quarter of 2018. Premier intends to file these Forms and become current in these filings in the future, although the precise date for such filings is presently unknown.

The Company reserves the right to amend or modify this form 8-K upon the receipt of additional information or otherwise.

2Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~SIGNATURES~~Resignation and Appointment of Directors, Officers

~~Pursuant~~On toJanuary 27, 2021, the ~~requirements~~Company’s Board of Directors (the ~~Securities Exchange~~“Board) ~~Act~~appointed Scott Dinsmoor a Director of ~~1934~~the Company. Also, on January 27, 2021 Randall Letcavage submitted to the ~~Registrant~~Board ~~has~~notice ~~duly~~of ~~caused~~his ~~this~~resignation ~~report~~from his position as Chief Executive Officer of the Company, and as a director of the Board, with such resignations to be ~~signed~~effective immediately. The Board accepted Mr. Letcavage’s resignation on ~~its~~January ~~behalf~~27, 2021. Mr. Letcavage resigned because of an officer and director and penny stock bar ordered by the ~~undersigned~~U.S. ~~hereunto~~District ~~duly~~Court ~~authorized~~for the Central District of California in Case No: 8:18-00813-CJC-KESx, SEC v. Premier Holding Corp., et. al. Additionally, on January 27, 2021, the Board appointed Scott Dinsmoor as Chief Executive Officer of the Company.

~~PREMIER HOLDING CORPORATION By: /s/ Randall Letcavage Name: Randall Letcavage Title: CEO~~2

~~Dated: December 16, 2020~~SIGNATURES

3Pursuant 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/ Scott Dinsmoor
	Name:	Scott Dinsmoor
	Title:	CEO

Dated: February 16, 2021

Filing Compare · PREMIER HOLDING CORP.