Item 8.01. Other Events



  A. SEC Case

On November 30, 2020, 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 Premier Holding Corp. ("Premier," the "Company," or "We") and our CEO, 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 Court's Order is not final 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 and director and penny stock bars against Mr. 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 such timely filing of the Appeal, further proceedings in the Case will be stayed until the Ninth Circuit Court of Appeals decides whether to take the Appeal, and, if it does, the stay will remain in effect until the Appeal is decided, whose future date is not presently known. Accordingly, Mr. Letcavage intends to remain as CEO and Chairman of the Company unless the Appeal is denied or adjudicated against Premier and Mr. Letcavage by the Ninth Circuit Court of Appeals.

The order additionally provides for a permanent injunction against Premier and Mr. Letcavage from future violations of the federal securities laws. However, Premier and Mr. Letcavage intend to also appeal this portion of the order.

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) of 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 20(a) of the Exchange Act, for Premier's Section 10(b) and Rule 10b-5 violations and (5) for aiding and abetting Premier's violations 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 thereunder. 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.









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