Active ES Lighting Controls, Inc. Acquisition On July 25, 2012, Premier acquired the assets of the Active ES Lighting Controls, Inc. (?AES?) business by completing the transactions contemplated under an asset purchase agreement dated July 25, 2012 (the ?Agreement?) with AES. In accordance with the terms of the Agreement, the purchase price for the acquisition consisted of the following components: (i) 750,000 shares of Premier?s common stock issued at closing; (ii) $30,000 in cash paid at closing; (iii) a payable, due December 31, 2012, of Premier in the principal amount of $15,000; (v) contingent shares payable (payable 12 months after closing of the transaction) of a number of shares of common stock of Premier equal to 875,000 shares based upon the following contingencies: A. 175,000 shares of common stock if the volume weighted average price (?VWAP?) is below $2.00 for 30 consecutive trading days during the 12 months following the contingent period (begins after stock received in transaction has had restricted legend (section 144) removed and continues for nine months) B. 175,000 shares of common stock if the VWAP is below $1.00 for 60 consecutive trading days during the contingent period; C. 175,000 shares of common stock if the VWAP is below $0.80 for 60 consecutive trading days during the contingent period; D. 175,000 shares of common stock if the VWAP is below $0.60 for 60 consecutive trading days during the contingent period; E. 175,000 shares of common stock if the VWAP is below $0.40 for 60 consecutive trading days during the contingent period; As of December 31, 2012, the dollar value of the contingent shares payable is $210,000, which is recorded as a common stock payable on the accompanying balance sheet. During the year ended December 31, 2013, the Company issued all the 875,000 shares to AES. The acquisition has been accounted for as a asset purchase and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition. As of December 31, 2012, the marketing res