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): ~~October~~February 214, ~~2018~~2019

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:

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) 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 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Resignation~~On March 23, 2018, the Company’s Board of ~~Woodrow~~Directors W(the “Board”) approved a Membership Interest Exchange and Contribution Agreement, as amended, (the “Share Exchange Agreement”) by and among the Company, the Company’s wholly-owned subsidiaries The Power Company, an Illinois limited liability corporation (“TPC”) and American Illuminating Company, L.L.C., ~~Clark~~a Connecticut limited liability corporation (“AIC”), IIand asAOTS ~~Director~~42 (“AOTS”), a Delaware corporation. The Share Exchange Agreement was subsequently executed on March 23, 2018, and amended on October 15, 2018.

OnUnder ~~October~~the 2terms of the Share Exchange Agreement, ~~2018~~among other things, ~~Woodrow~~the W.Company ~~Clark~~will contribute all of its membership interests of its wholly-owned subsidiaries TPC and AIC to AOTS, IIin ~~submitted~~exchange tofor 19,250,000 AOTS common stock shares, $0.0001 par value per share, representing approximately 39.65% of the ~~Company’s~~48,550,000 ~~Board~~issued and outstanding common shares of ~~Directors~~AOTS on a fully-diluted basis, after giving effect to such issuance (the “~~Board~~AOTS Shares”). Performance ~~notice~~ of ~~his~~the ~~resignation~~Share ~~from~~Exchange ~~his~~Agreement ~~position~~is assubject to customary regulatory approvals for a ~~director~~transaction of ~~the~~ ~~Board~~this type, ~~with~~as ~~such~~well as ~~resignation~~certain toother beclosing ~~effective immediately~~conditions. ~~The~~Pursuant ~~Board~~to ~~accepted~~the ~~Mr.~~Share ~~Clark’s~~Exchange ~~resignation~~Agreement, onThe ~~October~~Company 2,had ~~2018. Mr.~~previously ~~Clark~~contributed ~~resigned~~its ~~his~~AIC ~~position~~membership interests asto aAOTS, ~~director~~but in order to ~~pursue~~consummate ~~his~~the ~~academic~~Share ~~career.~~Exchange ~~Mr.~~Agreement, ~~Clark~~was awaiting TPC’s ~~resignation~~corporate asapproval aof ~~director~~the Share ~~did~~Exchange ~~not result~~Agreement ~~from~~in ~~any~~order ~~disagreement~~to ~~with~~contribute its TPC membership interests to AOTS, pursuant to the ~~Board~~Share Exchange Agreement.

~~Resignation~~Accordingly, on February 14, 2019, a majority of ~~Robert~~the ~~Baron~~TPC asmembership ~~Director~~interests authorized TPC to enter into the Share Exchange Agreement. As a result of such authorization, the TPC membership interests were contributed to AOTS, and the Share Exchange Agreement was consummated.

~~October~~Prior 2,to ~~2018,~~ the ~~Board~~February ~~also~~14, ~~accepted~~2019 ~~the resignation~~consummation of ~~Robert~~the ~~Baron~~Share asExchange aAgreement ~~director~~resulting ofin the ~~Company.~~contribution ~~Mr.~~of ~~Baron~~the ~~had~~TPC ~~submitted~~membership ~~notice~~interests ofto ~~his~~AOTS, ~~resignation~~The onCompany ~~July~~owned ~~26,~~approximately 97 ~~2018,~~% ~~with~~of ~~such~~the ~~resignation to~~TPC bemembership ~~effective immediately~~interests. ~~Mr.~~The ~~Baron’s~~Company ~~resignation~~voted asall aof ~~director~~its ~~did~~TPC ~~not~~membership ~~result~~interests ~~from~~to ~~any~~approve ~~disagreement~~the ~~with~~Share ~~the~~Exchange ~~Board~~Agreement.

~~Resignation~~A copy of ~~Tarek~~the ~~“Terry”~~Share ~~Elmani~~Exchange Agreement, as ~~Secretary/Appointment~~amended, is annexed ofhereto ~~Scott~~as ~~Dinsmore~~Exhibit 10.1.

OnItem ~~March 15, 2018, Tarek “Terry” Elmani submitted to the Board notice of his resignation from his position as Secretary of the Company, with such resignation to be effective immediately~~9.01 ~~The Board accepted Mr~~Exhibits. Elmani’s resignation on October 2, 2018. Mr. Elmani's resignation noted that he was resigning because of the civil complaint filed by the SEC against the Company entitled Securities and Exchange Commission v. Premier Holding Corp. et al., Civil Action No. 1:17-cv-09485 (S.D.N.Y. filed December 4, 2017). Mr. Elmani’s resignation as Secretary did not result from any disagreement with the Board.

OnExhibit ~~October 2, 2018, the Board appointed Scott Dinsmoor to replace Mr~~10.1 ~~Elmani~~- asShare ~~the~~Exchange ~~Company’s~~Agreement ~~Secretary,~~dated ~~effective~~March ~~immediately~~23, ~~to serve in such capacity until a successor has been elected and qualified, or until his resignation or removal~~2018.

~~[SIGNATURE PAGE FOLLOWING]~~2

2SIGNATURES

~~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.

~~Pursuant~~PREMIER toHOLDING ~~the~~CORPORATION ~~requirements~~By: of/s/ ~~the~~Randall ~~Securities Exchange~~Letcavage ~~Act~~Name: ofRandall ~~1934,~~Letcavage ~~the~~Title: ~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~CEO

~~PREMIER HOLDING CORPORATION By~~Dated: ~~/s/~~February ~~Randall~~19, ~~Letcavage Name: Randall Letcavage Title: CEO~~2019

~~Dated: October 7, 2018~~3

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