UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September ~~June~~ 30, 2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-28562

EXELED HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

94-2857548

(I.R.S. Employer

Identification No.)

4885 Ward Road, Suite 300,

Wheat Ridge, CO

(Address of principal executive offices)

80033

(Zip Code)

Registrant’s telephone number, including area code: (720) 963-8055

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes X No __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer __	Accelerated filer __	Non-accelerated filer __	Smaller reporting company X
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes __ No X

As of ~~August 18~~November 16, 2016, there were ~~199~~249,~~715~~447,~~476~~ 433 shares of common stock, $0.0001 par value, issued and outstanding.

EXELED HOLDINGS INC.

Table of Contents

Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	109
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1512
Item 4.	Controls and Procedures	1513
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	1613
Item 1A.	Risk Factors	1614
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1614
Item 3.	Defaults upon Senior Securities	1614
Item 4.	Mine Safety Disclosures	1614
Item 5.	Other Information	1614
Item 6.	Exhibits	1614

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements”. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:

• adverse economic conditions;

• risks related to the construction market;

• risks related to the U.S. import market;

• the inability to attract and retain qualified senior management and technical personnel;

• other risks and uncertainties related to the changing lighting market and our business strategy.

All forward-looking statements speak only as of the date of this Report. We undertake no obligation to update any forward-looking statements or other information contained herein, except as may be required under applicable securities laws. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

PART I. Financial Information

Item 1. Financial Statements

EXELED HOLDINGS INC.

Condensed Consolidated Balance Sheets

	June 30, 2016 (Unaudited)			December 31, 2015
	September 30, 2016 (Unaudited)			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	905,~~794~~012		$	17,987
Accounts receivable, net		201,~~797~~263			8,551
Inventory		~~177~~171,~~373~~154			190,151
Prepaid expenses and other		5153,~~466~~023			52,759
Total current assets		~~340~~230,~~430~~452			269,448
Noncurrent assets:
Deposits		11,695			12,345
Total assets	$	~~352~~242,~~125~~147		$	281,793
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	3,~~029~~268,~~580~~848		$	2,505,397
Accrued liabilities		1,~~388~~568,~~132~~667			1,076,040
Debt, current portion, net of discount and debt issuance costs		67,~~572~~255,~~059~~538			5,156,305
Total current liabilities		1012,~~989~~093,~~771~~053			8,737,742
Debt, long-term portion		~~915~~570,~~906~~316			1,593,003
Total liabilities		1112,~~905~~663,~~677~~369			10,330,745
Commitments and contingencies (Note 5)		—			—
Equity:
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2016 or December 31, 2015		—			—
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2016 or December 31, 2015		—			—
Common stock, $.0001 par value; 250,000,000 shares authorized; 157,973,762 and 113,914,718 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively		15,596			11,191
Common stock, $.0001 par value; 250,000,000 shares authorized; 249,447,433 and 113,914,718 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		24,743			11,191
Additional paid-in capital		2,~~536~~635,~~721~~896			2,446,196
Accumulated deficit		(1415,~~105~~081,~~869~~861	)		(12,506,339	)
Total deficit		(1112,~~553~~421,~~552~~222	)		(10,048,952	)
Total liabilities and equity	$	~~352~~242,~~125~~147		$	281,793

See accompanying notes to condensed consolidated financial statements.

Table ofOf Contents 1

EXELED HOLDINGS INC.

Condensed Consolidated Statements of Operations

(Unaudited)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

2016

2015

2016

2015

Sales revenue

~~206~~26,~~592~~836

~~102~~117,~~239~~002

~~305~~331,~~147~~983

~~304~~421,~~634~~636

Cost of goods sold

(~~105~~18,~~953~~785

)

(4766,~~986~~767

)

(~~158~~176,~~007~~792

)

(~~145~~212,~~992~~759

)

Gross profit

~~100~~8,~~639~~051

5450,~~253~~235

~~147~~155,~~140~~191

~~158~~208,~~642~~877

Operating expenses:

Research and development

7068,~~615~~560

7064,~~502~~715

~~143~~212,~~606~~166

~~127~~192,~~372~~087

Sales and marketing

266,~~596~~168

2628,~~432~~882

3945,~~311~~479

6998,~~902~~784

General and administrative

~~256~~359,~~427~~877

~~379~~275,~~015~~301

~~607~~967,~~202~~079

~~784~~1,~~720~~060,021

Total operating expenses

~~353~~434,~~638~~605

~~475~~368,~~949~~898

~~790~~1,~~119~~224,724

~~981~~1,~~994~~350,892

Loss from operations

(~~252~~426,~~999~~554

)

(~~421~~318,~~696~~663

)

(~~642~~1,~~979~~069,533

)

(~~823~~1,~~352~~142,015

)

Other income (expense):

Interest expense

(~~418~~475,~~051~~981

)

(~~290~~365,~~596~~861

)

(~~881~~1,~~500~~357,481

)

(~~490~~856,~~956~~817

)

Other income

(3773,~~894~~457

)

(710,~~261~~041

)

(75148,~~051~~508

)

(1727,~~530~~571

)

Other income (expense), net

(~~455~~549,~~945~~438

)

(~~297~~375,~~857~~902

)

(~~956~~1,~~551~~505,989

)

(~~508~~884,~~486~~388

)

Net loss

(~~708~~975,~~944~~992

)

(~~719~~694,~~553~~565

)

(12,~~599~~575,~~530~~522

)

(12,~~331~~026,~~838~~403

)

Net loss per common share:

Basic and diluted

(0.01

)

(0.01

)

(0.0102

)

(0.0203

)

Weighted average common shares outstanding:

Basic and diluted

~~135~~168,~~528~~604,~~338~~321

6070,~~281~~112,~~130~~403

~~126~~151,~~788~~814,~~863~~179

5764,~~436~~985,~~497~~322

See accompanying notes to condensed consolidated financial statements

Table ofOf Contents 2

EXELED HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2016			2015
Operating Activities:
Net loss	$	(12,~~599~~575,~~530~~522	)	$	(12,~~331~~026,~~838~~403	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization of debt issuance costs and debt discount		~~196~~274,~~612~~625			27132,~~485~~564
Common stock issued for services		—			40,400
Loss on conversion of debt		56114,~~101~~791			—
Changes in operating assets and liabilities (net of Share Exchange):
Accounts receivable		~~(12~~7,~~246~~288	)		1712,~~742~~087
Inventory		1218,~~778~~997			515,~~518~~240
Prepaid expenses and other		~~1,293~~(264	)		2117,~~030~~960
Deposits		650			(650	)
Accounts payable		~~524~~763,~~183~~451			~~546~~785,~~609~~683
Accrued liabilities		~~314~~498,~~121~~288			~~229~~400,~~831~~156
Net cash used in operating activities		(~~506~~897,~~038~~696	)		(~~443~~622,~~873~~963	)
Financing Activities:
Proceeds from debt		~~815~~1,~~116~~253,921			~~889~~1,~~250~~287,112
Payments of debt		(~~236~~369,~~271~~200	)		(~~467~~704,~~138~~601	)
Net cash provided by financing activities		~~578~~884,~~845~~721			~~422~~582,~~112~~511
Net change in cash		72(12,~~807~~975	)		(2140,~~761~~452	)
Cash, beginning of period		17,987			43,879
Cash, end of period	$	905,~~794~~012		$	223,~~118~~427
Cash paid for:
Interest	$	~~267~~420,~~698~~949		$	~~209~~279,~~198~~060
Taxes		—			—
Non-cash transactions:
Debt and accrued interest converted to common stock	$	3882,~~829~~800		$	3399,~~943~~307
Accounts payable and accrued interest converted to debt	$	—		$	706,229

See accompanying notes to condensed consolidated financial statements.

Table ofOf Contents 3

EXELED HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

Note 1 — Description of Business and Summary of Significant Accounting Policies

All references herein to “us,” “we,” “our,” “Holdings,” or the “Company” refer to ExeLED Holdings Inc. and its subsidiaries.

Description of Business

We are focused on acquiring and growing specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications. Our lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting.

Énergie was founded in 2001 and is engaged in the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. Our headquarters is located in Wheat Ridge, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 31, 2015, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

Significant Accounting Policies

In accordance with the FASB’s issuance of ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03) and ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update) (ASU 2015-15), we have changed our presentation of debt issuance costs. Consistent with the application of ASU 2015-03 and 2015-15, we now present debt issuance costs as a direct deduction from the carrying amount of that debt rather than as an asset on the condensed consolidated balance sheet. The impact of this change on the condensed consolidated financial statements for the ~~six~~nine months ended ~~June~~September 30, 2016, was a decrease of total assets and a decrease of debt and total liabilities of $~~155~~236,~~029~~017. The impact of this change on the condensed consolidated financial statements for the year ended December 31, 2015 was a decrease of total assets and a decrease of debt and total liabilities of $101,358. The change had no impact on shareholders’ equity (deficit) or net loss in either period.

Table ofOf Contents 4

Going Concern

As shown in the accompanying condensed consolidated financial statements, we had an equity deficit of $1112,~~553~~421,~~552~~222 and a working capital deficit of $1011,~~649~~862,~~341~~601 as of September ~~June~~ 30, 2016, and have reported net losses of $12,~~599~~575,~~530~~522 and $12,~~331~~026,~~838~~403 for the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, respectively. These factors raise substantial doubt regarding our ability to continue as a going concern.

Our ability to continue as a going concern is dependent on our ability to further implement our business plan, attract additional capital and, ultimately, upon our ability to develop future profitable operations. We intend to fund our business development, acquisition endeavors and operations through equity and debt financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Recently Issued Accounting Pronouncements

In ~~April~~August 2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update No. 2016-1015, ~~Revenue~~Statement ~~from Contracts~~of ~~with~~Cash ~~Customers~~Flows (Topic ~~606~~230): ~~Identifying~~Classification of ~~Performance~~Certain ~~Obligations~~Cash Receipts and ~~Licensing~~Cash Payments (ASU 2016-10). ~~ASU~~Stakeholders ~~2016-10~~indicated ~~amends~~that there is a diversity in practice in ~~the~~how ~~new~~certain ~~revenue~~cash ~~recognition~~receipts ~~standard~~and ~~that~~cash itpayments ~~issued~~are ~~jointly~~presented ~~with~~and classified in the ~~IASB~~statement inof ~~2014~~cash flows. ~~The~~ASU ~~amendments~~2016-15 doaddresses eight ~~not~~specific ~~change~~cash flow issues with the ~~core~~objective ~~principles~~ of reducing the ~~standard,~~existing ~~but~~diversity ~~clarify~~in ~~the~~practice. ~~accounting~~ASU ~~for~~2016-15 ~~licenses~~is ofeffective ~~intellectual~~for annual ~~property,~~reporting asperiods ~~well~~beginning asafter ~~the~~December ~~identification~~15, of2017, ~~distinct~~and ~~performance obligations~~interim inperiods awithin ~~contract.~~those Wefiscal ~~are~~years. ~~currently~~Early ~~evaluating~~adoption ~~the~~is ~~impact~~permitted. Adoption of ASU 2016-1015 will not have a significant impact on our ~~financial~~statement ~~statements~~of cash flows.

~~In May 2016, the FASB issued ASU No. 2016-11, Revenue Recognition~~ ~~(Topic~~Note ~~605)~~2 and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (ASU 2016-11). ASU 2016-11 rescinds 1) certain SEC Observer comments that are codified in FASB ASC Revenue Recognition (Topic 605), and FASB ASC Topic 932, Extractive Activities—~~Oil~~ ~~and~~Accounts Gas (Topic 932), effective on adoption of FASB ASC Revenue from Contracts with Customers (Topic 606) and 2) SEC Staff Announcement, "Determining the Nature of a Host Contract Related to a Hybrid Instrument Issued in the Form of a Share Under Topic 815," which is codified in FASB ASC Derivatives and Hedging (Topic 815). The rescinded guidance is effective on adoption of FASB ASU No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or Equity. We are currently evaluating the impact of ASU 2016-11 on our financial statements.receivable

InThe ~~May~~following ~~2016,~~is ~~the~~a ~~FASB~~summary ~~issued~~of ~~ASU No. 2016-12, Revenue from Contracts~~accounts ~~with Customers (Topic 606)~~receivable: Narrow-Scope Improvements and Practical Expedients (ASU 2016-12). ASU 2016-12 addresses issues such as collectability, contract modifications, completed contracts at transition, and noncash considerations as they relate to the new revenue recognition standard. We are currently evaluating the impact of ASU 2016-12 on our financial statements.

Table of Contents 5

	September 30, 2016			December 31, 2015

Customer receivables	$	15,664		$	21,431
Less: Allowance for uncollectible accounts		(14,401	)		(12,880	)
	$	1,263		$	8,551

InNote ~~June~~3 ~~2016,~~— the FASB issued ASU No. 2016-13, Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires the immediate recognition of estimated credit losses that are expected to occur over the life of many financial assets. We are currently evaluating the impact of ASU 2016-13 on our financial statements.Inventory

~~Note~~The 2following —is ~~Accounts~~a ~~receivable~~summary of inventory:

The following is a summary of accounts receivable:

	September 30, 2016			December 31, 2015

Raw materials	$	329,345		$	348,342
Less: reserve		(158,191	)		(158,191	)
	$	171,154		$	190,151

	June 30, 2016			December 31, 2015
Customer receivables	$	36,726		$	21,431
Less: Allowance for uncollectible accounts		(15,929	)		(12,880	)
	$	20,797		$	8,551

Table Of Contents

Note 34 — ~~Inventory~~Debt

~~The~~Debt ~~following~~ is acomprised ~~summary~~ of ~~inventory~~the following:

	June 30, 2016			December 31, 2015
Description	Note			September 30, 2016			December 31, 2015
Raw materials	$	335,564		$	348,342
Line of credit		A		$	47,000		$	47,000
Less: reserve		(158,191	)		(158,191	)
Note payable to distribution partner		B			550,000			550,000
	$	177,373		$	190,151
Investor debt		C			371,507			267,787
Related party debt		D			6,773,443			5,632,543
Other notes payable		E			84,230			66,786
Cash draw notes		F			164,054			204,423
Convertible promissory notes		G			71,637			154,437
Total					8,061,871			6,922,976
Less: unamortized discount and debt issuance costs					(236,017	)		(173,668	)
Debt, net of unamortized discount and debt issuance costs					7,825,854			6,749,308
Less: current portion					(7,255,538	)		(5,156,305	)
Debt, long-term portion				$	570,316		$	1,593,003

~~Note~~A 4– —Line of ~~Debt~~Credit – We utilized this entire bank line of credit for working capital purposes. The outstanding obligation is due on demand, has a stated initial interest rate of 10.5% that is subject to adjustment, and is guaranteed by our majority shareholder/CEO. Energie and our CEO (collectively, the “defendants”) were served with a summons and complaint, wherein the bank brought an action to collect the amount due, including interest, costs and attorney’s fees. The parties to this action have entered into a settlement whereby the defendants agreed to pay to the bank the sum of $59,177 on or before April 30, 2016. This payment was not made and the bank requested and received a judgment against both defendants jointly and severally for $61,502 plus interest of 5.25% per annum plus 9.90% per annum on the default margin. Energie is currently making payments to resolve this obligation.

~~Debt~~B is– ~~comprised~~Note payable ofto distribution partner – Note payable to a significant European distribution partner, entered into in October 2014, bearing interest at 5% payable quarterly, with principal payable monthly through September 2019. The 2014 note payable aggregated the ~~following:~~2007 promissory note, accrued interest and accounts payable.

Description	Note		June 30,			December 31,
			2016			2015
Line of credit		A	$	47,000		$	47,000
Note payable to distribution partner		B		550,000			550,000
Investor debt		C		371,507			267,787
Related party debt		D		6,296,443			5,632,543
Other notes payable		E		84,952			66,786
Cash draw notes		F		175,455			204,423
Convertible promissory notes		G		117,637			154,437
Total				7,642,994			6,922,976
Less: unamortized discount and debt issuance costs				(155,029	)		(173,668	)
Debt, net of unamortized discount and debt issuance costs				7,487,965			6,749,308
Less: current portion				(6,572,059	)		(5,156,305	)
Debt, long-term portion			$	915,906		$	1,593,003

C – Investor Debt – Notes payable to lenders having an ownership interest in Holdings at September 30, 2016 and December 31, 2015. These loans are not collateralized. The following summarizes the terms and balances of the investor debt:

Table of Contents 6

September 30, 2016	December 31, 2015	Interest Rate
$ 87,787	$ 87,787	24%
50,000	50,000	24%
50,000	50,000	24%
25,000	25,000	8%
25,000	25,000	8%
20,000	20,000	2%
113,720	10,000	various
$ 371,507	$ 267,787

AD –Related ~~Line~~Party Debt ~~of Credit~~ – ~~We utilized this entire bank line of credit for working capital purposes.~~ The ~~outstanding~~following ~~obligation~~summarizes isnotes ~~due~~payable ~~on demand, has a stated initial interest rate of 10.5% that is subject~~ to ~~adjustment,~~related and is guaranteed by our majority shareholder/CEO. Energie and our CEO (collectively, “the defendants”) were served with a summons and complaint, wherein the bank brought an action to collect the amount due, including interest, costs and attorney’s fees. The parties to this action have entered into a settlement whereby the defendants agreed to pay to the bank the sum of $59,177 on or before April 30, 2016. The bank requested a judgment against both defendants jointly and severally for $59,177 pursuant to the settlement agreement. The defendants are currently engaged in settlement discussions with the plaintiff in this matter and while no assurance can be provided, we believe our settlement efforts will be successful. :

B – Note payable to distribution partner – Note payable to a significant European distribution partner, entered into in October 2014, bearing interest at 5% payable quarterly, with principal payable monthly through September 2019. The 2014 note payable aggregated the 2007 promissory note, accrued interest and accounts payable.

	September 30, 2016	December 31, 2015	Interest Rate
D1	$ 4,635,865	$ 4,120,465	various
D2	528,214	528,214	various
D3	34,888	34,888	12%
D4	316,800	280,800	various
D5	668,176	668,176	18%
D6	589,500	--	6%
Total	$ 6,773,443	$ 5,632,543

CTable –Of ~~Investor~~Contents Debt – Notes payable to lenders having an ownership interest in Holdings at June 30, 2016 and December 31, 2015. These loans are not collateralized. The following summarizes the terms and balances of the investor debt:6

	June 30, 2016		December 31, 2015	Interest Rate
$	87,787	$	87,787	24	%
	50,000		50,000	24	%
	50,000		50,000	24	%
	25,000		25,000	8	%
	25,000		25,000	8	%
	20,000		20,000	2	%
	113,720		10,000	various
$	371,507	$	267,787

D1 – Notes payable to Symbiote, Inc. (“Symbiote”), entered into from December 2014 to June 2016, with monthly principal and interest payable through November 2017. Symbiote holds a large ownership percentage in Holdings, is the lessor of our manufacturing facility, and provides our payroll services.

DD2 –~~Related~~ ~~Parties~~Notes payable ~~Debt~~to –an ~~The~~executive ~~following summarizes~~vice ~~notes~~president, entered into from December 2014 through December 2015, with monthly principal and interest payable tothrough ~~related~~November ~~parties:~~2017.

	June 30, 2016		December 31, 2015		Interest Rate
D1	$	4,635,865	$	4,120,465		various
D2		528,214		528,214		various
D3		34,888		34,888		12	%
D4		316,800		280,800		various
D5		668,176		668,176		18	%
D6		112,500		—		6	%
Total	$	6,296,443	$	5,632,543

D3 – Note payable to our chief executive officer (“CEO”), entered into in December 2014, with monthly principal and interest payable through December 2016.

D1D4 – Notes payable to ~~Symbiote,~~the ~~Inc. (“Symbiote”)~~spouse of our CEO, entered into from ~~December~~September ~~2014~~2013 to ~~June~~April ~~2016~~2015, with ~~monthly~~ principal and interest ~~payable~~payments ~~through~~due ~~November~~upon ~~2017. The 2014 notes aggregated the previous notes payable, accrued interest and accounts payable. Symbiote holds~~ a ~~large~~specific ~~ownership percentage~~event inor ~~Holdings,~~upon ~~is the lessor of our manufacturing facility, and provides our payroll services~~demand.

~~Table~~D5 – Notes payable to the consulting firm that employs our Chief Financial Officer, entered into in June 2015. These notes aggregated the previous accounts payable and accrued interest due to the consulting firm. Beginning January 1, 2016, the notes are convertible into shares of ~~Contents~~our 7common stock at a conversion rate of 75% of the volume weighted average market price of our stock over the 20 days preceding the notification of conversion. We determined that this conversion feature did not meet the requirements to be treated as a derivative; however, we did determine it was a beneficial conversion feature. Accordingly, we recorded a debt discount of $217,725, which was amortized through interest expense.

D2D6 – Notes payable to anthe ~~executive~~principal ~~vice president~~shareholders of Symbiote, entered into from ~~December~~April ~~2014~~to ~~through~~September ~~December 2015~~2016, with ~~monthly~~ principal and interest ~~payable through November~~payments ~~2017.~~due ~~The~~upon ~~2014~~a ~~note~~specific ~~aggregated~~event ~~previous~~or ~~notes~~upon ~~payable, accrued interest and accounts payable~~demand.

D3E – ~~Note~~Other Notes ~~payable~~Payable to– ~~our~~Represents ~~chief~~the ~~executive~~outstanding principal balance on four separate notes bearing interest at 6 - 18% annually. ~~officer~~In ~~(“CEO”),~~the ~~entered~~event ~~into~~we inreceive ~~December~~proceeds ~~2014,~~as ~~with~~the ~~monthly~~beneficiary of a life insurance policy covering our majority shareholder/CEO, repayment of principal and interest ~~payable~~is ~~through~~due ~~December~~on ~~2016~~these notes prior to using the proceeds for any other purpose.

D4F – ~~Notes~~Cash ~~payable~~draw agreements to– Under these agreements, the ~~spouse~~lender ofadvances ~~our CEO,~~us ~~entered~~the ~~into~~principal ~~from~~balance ~~September~~and ~~2013~~then toautomatically ~~October~~withdraws ~~2015~~a stated amount each business day. Accordingly, ~~with~~there ~~principal~~is ~~and~~no stated interest rate. The total remaining daily payments due ~~upon~~under athese arrangements ~~specific~~was ~~event~~$205,563 oras ~~upon demand~~of September 30, 2016. The maturity dates of the agreements range from October to December 2016.

D5 G – ~~Notes~~Convertible ~~payable~~promissory notes to– Represents the ~~consulting firm~~outstanding ~~that~~principal ~~employs~~balance ~~our~~on ~~Chief~~two ~~Financial~~separate ~~Officer~~convertible promissory with interest of 8% annually, that ~~entered~~were ~~into~~due in ~~June~~August ~~2015~~2016. ~~These~~During ~~notes~~the ~~aggregated~~third quarter of 2015, the ~~previous~~current ~~accounts~~holder ~~payable~~of the notes purchased all of our similar outstanding convertible notes from another entity and ~~accrued~~consolidated ~~interest~~those ~~due~~notes tointo ~~the~~two ~~consulting~~new ~~firm~~notes. ~~Beginning~~At ~~January~~the 1,option ~~2016~~of the holder, the notes may ~~are~~be ~~convertible~~settled in cash or converted into shares of our common stock at aany ~~conversion~~time ~~rate~~beginning of180 ~~75%~~days from the date of the ~~volume~~notes at ~~weighted~~a price equal to 61% of the average ~~market~~closing bid price of our common stock ~~over~~during the 2010 trading days immediately preceding the date of conversion. As we failed to pay the ~~notification~~notes when they became due, the balance due under the notes is now incurring interest at the rate of ~~conversion~~22% per annum. WeThe ~~determined~~notes ~~that~~contain additional terms and conditions normally included in instruments of this ~~conversion~~kind, including ~~feature~~a ~~did~~right ~~not~~of ~~meet~~first refusal wherein we have granted the ~~requirements~~holders the right to bematch ~~treated~~the asterms aof ~~derivative;~~any ~~however,~~future financing in which we ~~did~~engage ~~determine~~on itthe ~~was~~same aterms and contemplated in such future financing. We estimate that the fair value of the conversion feature is minimal, so no value has been assigned to the beneficial conversion feature. ~~Accordingly,~~During wethe ~~recorded~~nine amonths ~~debt~~ended ~~discount~~September 30, 2016, $82,800 of principal and $~~217~~5,~~725,~~661 ~~which~~of accrued interest was ~~amortized~~converted into 135,532,715 shares of common stock. We also recorded ~~through~~a ~~interest~~loss ~~expense~~on conversion of debt of $114,793 related to these transactions.

D6Debt –issuance ~~Notes~~costs ~~payable to the principal shareholders~~ of ~~Symbiote~~$236,017 ~~entered~~are being ~~into~~amortized inover ~~April~~the ~~2016,~~life ~~with~~of ~~principal~~the ~~and~~respective ~~interest payments due upon a specific event or upon demand~~notes.

ETable –Of ~~Other~~Contents Notes Payable – Represents the outstanding principal balance on four separate notes bearing interest at 6 - 18% annually. In the event we receive proceeds as the beneficiary of a life insurance policy covering our majority shareholder/CEO, repayment of principal and interest is due on these notes prior to using the proceeds for any other purpose.7

FNote –5 ~~Cash~~— ~~draw agreements – Under these~~Commitments ~~agreements, the lender advances us the principal balance~~ and then automatically withdraws a stated amount each business day. Accordingly, there is no stated interest rate. The total remaining daily payments due under these arrangements was $219,897 as of June 30, 2016. The maturity dates of the agreements range from July to September 2016.Contingencies

GTo ~~– Convertible promissory notes – Represents~~ the ~~outstanding~~best ~~principal balance on two separate convertible promissory notes payable to an entity with interest~~ of ~~8% annually, due in August 2016. During~~ the ~~third quarter of 2015, the current holder of the notes purchased all of our similar outstanding~~Company’s ~~convertible~~knowledge ~~notes from another entity~~ and ~~consolidated~~belief, ~~those~~no ~~notes~~legal ~~into~~proceedings ~~two new notes. At the option~~ of ~~the~~merit ~~holder,~~are ~~the~~currently ~~notes may~~pending ~~be settled in cash~~ or ~~converted~~threatened ~~into~~against ~~shares of our common stock at any time beginning 180 days from~~ the date of the notes at a price equal to 61% of the average closing bid price of our common stock during the 10 trading days immediately preceding the date of conversion. In the event we fail to pay the notes when they become dueCompany, ~~the~~other ~~balance~~than ~~due under the notes incurs interest~~those atdescribed ~~the rate of 22% per annum. The notes contain additional terms and conditions normally included~~ in ~~instruments~~Note of this kind, including a right of first refusal wherein we have granted the holders the right to match the terms of any future financing in which we engage on the same terms and contemplated in such future financing4. We estimate that the fair value of the conversion feature is minimal, so no value has been assigned to the beneficial conversion feature. During the six months ended June 30, 2016, $36,800 of principal and $2,029 of accrued interest was converted into 44,059,044 shares of common stock. We also recorded a loss on conversion of debt of $56,101 related to these transactions.

~~Debt~~Note ~~issuance~~6 ~~costs~~— ofSubsequent ~~$155,029 are being amortized over the life of the respective notes.~~Events

~~Table~~There are no events subsequent to September 30, 2016 and up to the date of ~~Contents~~this 8filing that would require disclosure.

Note 57 — ~~Commitments~~Net ~~and~~Loss ~~Contingencies~~per Share

~~Current~~Basic ~~management~~net ~~discovered~~loss ~~that~~per ~~the~~share ~~Company’s~~is ~~former management~~computed ~~recorded~~by ~~various~~dividing ~~obligations~~net toincome ~~itself and to third parties for expenditures not deemed benefitting the Company or authorized~~ by the ~~Company’s~~weighted-average ~~sole~~number ~~director, as required. The amount~~ of ~~these~~common ~~unauthorized~~shares ~~expenditures~~outstanding ~~totaled~~during ~~$91,172,~~the ~~including~~reporting ~~$60,000 in management fees~~period. ~~These~~Diluted ~~expenditures~~net ~~were~~loss per ~~reversed~~share ~~and~~is ~~are~~computed ~~not~~similarly ~~part~~to ofbasic ~~the~~net ~~accompanying~~loss ~~financial~~per ~~statements. While current~~share, ~~management~~except ~~believes~~ that ~~none~~it ofincludes the ~~$91,172~~ ispotential andilution ~~obligation~~that ofcould ~~ours,~~occur ~~it is not known what representations were~~if ~~made~~dilutive tosecurities ~~these~~are ~~vendors~~exercised. orIn ~~whether~~a wenet ~~could~~loss position, ~~in fact~~however, bepotential ~~eventually~~securities ~~responsible~~are toexcluded, ~~pay~~because ~~some~~they orare ~~all of the indicated amount~~considered anti-dilutive.

~~Note~~There 6are —no ~~Subsequent~~dilutive ~~Events~~instruments outstanding during the nine months ended September 30, 2016 and 2015.

OnTable ~~July~~Of 1,Contents ~~2016, a convertible debt holder converted $4,200 of principal and $291 of accrued interest into 6,452,428 shares of our common stock.~~8

OnItem ~~July~~2. ~~13,~~Management’s ~~2016, a convertible debt holder converted $3,500 of~~Discussion ~~principal~~ and ~~$252~~Analysis of ~~accrued~~Financial ~~interest~~Condition ~~into~~and ~~6,468,310~~Results ~~shares~~ of ~~our common stock.~~Operations

OnThe ~~July~~following 18discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. We caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or ~~2016~~on our behalf, awhether ~~convertible~~or ~~debt~~not ~~holder~~in ~~converted~~future $3filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations,~~750~~ ofstrategies, financial results or other developments. ~~principal~~Forward looking statements are necessarily based upon estimates and ~~$274~~assumptions ofthat ~~accrued~~are ~~interest~~inherently ~~into~~subject 6to significant business,~~937~~ economic and competitive uncertainties and contingencies,~~413~~ ~~shares~~many of which are beyond our ~~common~~control ~~stock~~and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements except as may be required under applicable securities laws.

~~On July 25, 2016, a convertible debt holder converted $3,750 of principal and $279 of accrued interest into 6,947,327 shares of our common stock.~~Overview

ExeLED Holdings Inc. was incorporated in the State of Delaware on October 20, 1986 under the name “Verilink Corporation.” We have also been known as Energie Holdings, Inc. and Alas Aviation Corp. On ~~July~~November 2930, ~~2016~~2015, we filed a ~~convertible~~Certificate of ~~debt~~Amendment ~~holder~~to ~~converted~~our ~~$3,500~~Certificate of Incorporation with the State of Delaware to change our name from “Energie Holdings, Inc.” ~~principal~~to “ExeLED Holdings Inc.” We have two wholly-owned subsidiaries, Énergie LLC (hereinafter referred to as “Énergie”), and ~~$264~~OELC, ofLLC. ~~accrued~~All ~~interest~~references ~~into~~herein 6to “us,~~489~~” “we,~~465~~” ~~shares~~“our,” “Holdings,” or the “Company” refer to ExeLED Holdings Inc. and its subsidiaries, and their respective business following the consummation of ~~our~~the ~~common~~Merger ~~stock~~and Share Exchange Agreements, unless the context otherwise requires.

OnWe ~~August~~are 9,a ~~2016,~~holding acompany ~~convertible~~engaged in ~~debt~~the ~~holder~~business ~~converted~~of ~~$5,000~~the import and sale of ~~principal~~ specialized interior lighting solutions to the architecture and ~~$389~~interior design markets in North America. Our current business objective is to become a leading provider of ~~accrued~~advanced ~~interest~~LED ~~into~~lighting 8solutions by acquiring and growing complementary LED based lighting fixture companies. We are focused on acquiring specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications,~~446~~ with the intention to grow,~~771~~ innovate, ~~shares~~and offully capture the rapidly growing lighting market opportunities associated with solid state lighting. The lighting products will include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. These objectives are subject to our ~~common~~obtaining additional ~~stock~~financing, of which there can be no assurance.

~~Note~~Our 7management —team ~~Net~~and ~~Loss~~advisory board ~~Per~~is ~~Share~~comprised of experienced executives in the lighting industry with recent specific focus on the LED lighting industry. The group has over 300 years of combined experience in this industry.

~~Basic~~Our ~~net~~principal ~~loss~~place ~~per share is computed by dividing net income by the weighted-average number~~ of ~~common~~business ~~shares outstanding during the reporting period. Diluted net loss per share~~ is ~~computed similarly~~ tolocated ~~basic~~at ~~net~~4885 ~~loss~~Ward ~~per share~~Road, ~~except~~Suite ~~that~~300, itWheat ~~includes~~Ridge, ~~the~~Colorado, ~~potential~~telephone ~~dilution~~(720) ~~that~~963-8055. ~~could~~Our ~~occur~~website ifis ~~dilutive securities are exercised~~www.exeledholdings.com. InÉnergie aalso ~~net~~maintains ~~loss~~a ~~position,~~production ~~however,~~and ~~potential~~assembly ~~securities~~facility ~~are~~in ~~excluded~~Zeeland, ~~because~~Michigan. ~~they~~Énergie’s ~~are~~website ~~considered~~is ~~anti-dilutive~~www.energielighting.com.

~~The~~Énergie ~~following~~acts ~~table~~as ~~presents~~our operating subsidiary. Our creative lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a ~~reconciliation~~better visual environment. Énergie was founded in 2001and is engaged in the import and sale of specialized interior lighting solutions to the ~~denominators~~architecture and interior design ~~used~~markets in North America. We have developed an end-to-end production and distribution platform for imported lighting products featuring HID, fluorescent, and LED technologies. Long term contracts with five European manufacturers and one in Taiwan provide us with exclusive North American distribution rights to over 270 total products in 37 categories. After processing any modifications necessary to meet UL standards and building code requirements, the ~~computation~~products are sold to customers through a network of ~~net~~over ~~loss~~60 independent ~~per~~lighting ~~share~~sales –agents. ~~basic~~In addition to a highly competitive commission structure, we provide our sales force with promotional materials, product training, and ~~diluted:~~technical support.

	Three months ended June 30,						Six months ended June 30,
	2016			2015			2016			2015
Net loss	$	(708,944	)	$	(719,553	)	$	(1,599,530	)	$	(1,331,838	)
Weighted average outstanding shares of
common stock		135,528,338			60,281,130			126,788,863			57,436,497
Dilutive effect of stock options and warrants		—			—			—			—
Common stock and equivalents		135,528,338			60,281,130			126,788,863			57,436,497
Net loss per share – Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Table Of Contents

~~There~~Our ~~are~~independent noaccountants ~~dilutive~~have expressed ~~instruments~~a ~~outstanding~~“going ~~during~~concern” ~~the~~opinion. ~~six~~Our ~~months~~condensed consolidated financial statements have been prepared assuming that ~~ended~~we ~~June~~will 30continue as a going concern, ~~2016~~which contemplates the realization of assets and ~~2015~~liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~Table~~Results of ~~Contents 9~~Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Three months ended September 30,
	2016			2015			Change			%
Sales revenue	$	26,836		$	117,002		$	(90,166	)		(77	)%
Cost of revenue		(18,785	)		(66,767	)		47,982			72	%
Gross profit		8,051			50,235			(42,184	)		(84	)%

Total operating expenses		434,605			368,898			(65,707	)		(18	)%

Interest expense		(475,981	)		(365,861	)		(110,120	)		30	%
Other income (expense)		(73,457	)		(10,041	)		(63,416	)		632	%
Net loss	$	(975,992	)	$	(694,565	)	$	(281,427	)		41	%

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. We caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements except as may be required under applicable securities laws.

	Nine months ended September 30,
	2016			2015			Change			%
Sales revenue	$	331,983		$	421,636		$	(89,653	)		(21	)%
Cost of revenue		(176,792	)		(212,759	)		35,967			17	%
Gross profit		155,191			208,877			(53,686	)		(26	)%

Total operating expenses		1,224,724			1,350,892			126,168			9	%

Interest expense		(1,357,481	)		(856,817	)		(500,664	)		58	%
Other income (expense)		(148,508	)		(27,571	)		(120,937	)		439	%
Net loss	$	(2,575,522	)	$	(2,026,403	)	$	(549,119	)		27	%

~~Overview~~Sales Revenue, Cost of Revenue and Gross Profit

~~ExeLED~~Sales ~~Holdings~~revenue ~~Inc.~~decreased ~~was incorporated~~ in ~~the~~2016 ~~State of Delaware~~compared onto ~~October 20, 1986 under the name “Verilink Corporation.” We have also been known as Energie Holdings, Inc. and Alas Aviation Corp. On November 30,~~ 2015, wedue ~~filed a Certificate of Amendment~~ to ~~our~~an ~~Certificate~~overall oflack ~~Incorporation with the State~~ of ~~Delaware~~funding tonecessary ~~change~~for ~~our~~development ~~name from “Energie Holdings, Inc.” to “ExeLED Holdings Inc.” We have two wholly-owned subsidiaries, Énergie LLC (hereinafter referred to as “Énergie”),~~ and ~~OELC,~~product ~~LLC.~~launch ~~All references herein to “us,” “we,” “our,” “Holdings,” or the “Company” refer to ExeLED Holdings Inc~~costs. ~~and~~Cost ~~its subsidiaries, and their respective business following the consummation~~ of ~~the~~revenue ~~Merger~~decreased ~~and Share Exchange~~proportionally ~~Agreements,~~to ~~unless~~ the ~~context~~decrease ~~otherwise~~in ~~requires~~revenues.

We are a holding company engaged in the business of the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. Our current business objective is to become a leading provider of advanced LED lighting solutions by acquiring and growing complementary LED based lighting fixture companies. We are focused on acquiring specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications, with the intention to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting. The lighting products will include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. These objectives are subject to our obtaining additional financing, of which there can be no assurance.Other

~~Our~~Interest ~~management~~expense ~~team~~increased ~~and~~due ~~advisory~~to additional ~~board~~gross isdebt ~~comprised~~ of ~~experienced executives~~approximately in$1,450,000 ~~the~~over ~~lighting industry with recent specific focus on~~ the ~~LED~~same ~~lighting~~period ~~industry. The group has over 300 years of combined experience~~ in ~~this industry~~2015.

~~Our~~Other ~~principal~~income ~~place of business is located at 4885 Ward Road, Suite 300, Wheat Ridge, Colorado, telephone~~ (~~720~~expense) ~~963-8055.~~consists ~~Our~~primarily of ~~website~~expenses isrelated ~~www.exeledholdings.com.~~to ~~Énergie~~costs ~~also~~associated ~~maintains~~with adebt ~~production~~ and ~~assembly~~conversions ~~facility~~of ~~in Zeeland, Michigan~~debt. ~~Énergie’s website is www.energielighting.com.~~

~~Table~~Operating ~~of Contents 10~~expenses

Énergie acts as our operating subsidiary. Our creative lighting products include both conventional fixtures and advanced solid-state technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Énergie was founded in 2001and is engaged in the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. We have developed an end-to-end production and distribution platform for imported lighting products featuring HID, fluorescent, and LED technologies. Long term contracts with five European manufacturers and one in Taiwan provide us with exclusive North American distribution rights to over 270 total products in 37 categories. After processing any modifications necessary to meet UL standards and building code requirements, the products are sold to customers through a network of over 60 independent lighting sales agents. In addition to a highly competitive commission structure, we provide our sales force with promotional materials, product training, and technical support.

	Three months ended September 30,
	2016		2015		Change			%
Research and development	$	68,560	$	64,715	$	3,845			6	%
Sales and marketing		6,168		28,882		(22,714	)		(79	)%
General and administrative		359,877		275,301		84,576			31	%
	$	434,605	$	368,898	$	65,707			18	%

~~Our~~Table ~~independent~~Of ~~accountants~~Contents have expressed a “going concern” opinion. Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.10

Results of Operations

	Nine months ended September 30,
	2016		2015		Change			%
Research and development	$	212,166	$	192,087	$	20,079			10	%
Sales and marketing		45,479		98,784		(53,305	)		(54	)%
General and administrative		967,079		1,060,021		(92,942	)		(9	)%
	$	1,224,724	$	1,350,892	$	(126,168	)		(9	)%

~~Comparison~~The ofincrease ~~results~~in ofoperating ~~operations~~expenses during ~~for~~ the three months ended ~~June~~ September 30, 2016 ~~and~~compared to 2015 was driven by our payments for professional fees in an attempt to secure external funding. The decrease in operating expenses during the nine months ended September 30, 2016 was driven by controlling our spending due to a limitation of funding.

	Three months ended June 30,
	2016			2015			Change			%
Sales revenue	$	206,592		$	102,239		$	104,353			102	%
Cost of revenue		(105,953	)		(47,986	)		(57,967	)		(121	)%
Gross profit		100,639			54,253			46,386			85	%
Total operating expenses		353,638			475,949			122,311			26	%
Interest expense		(418,051	)		(290,596	)		(127,455	)		44	%
Other income (expense)		(37,894	)		(7,261	)		(30,633	)		422	%
Net loss	$	(708,944	)	$	(719,553	)	$	10,609			(1	)%

Liquidity and Capital Resources

~~Sales~~At ~~Revenue~~September 30, ~~Cost~~2016, we had $5,012 in cash. We have not generated positive cash flows from operations. Accordingly, our sources of ~~Revenue~~liquidity may include potential debt and ~~Gross~~equity ~~Profit~~offerings. We believe that our principal difficulty in our inability to successfully generate positive cash flows has been the lack of available capital to operate and expand our business. We believe we need a minimum of approximately $2,000,000 in additional working capital to be utilized for (i) development and launching of new products for Energie; (ii) funding the business development efforts to identify, qualify and acquire other LED lighting companies; and (iii) the balance for working capital, and general and administrative expense. Other than as disclosed below, we have no other commitments from any investor or investment-banking firm to provide us with the necessary funding and there can be no assurances we will obtain such funding in the future. Failure to obtain this additional financing will have a material negative impact on our ability to generate profits in the future.

~~Sales~~To ~~revenue~~fund ~~increased~~our ~~during~~acquisition ~~the~~plan ~~three~~and fund ~~months~~working ~~ended~~capital ~~June~~for ~~30, 2016~~our ~~compared~~continuing tooperations, ~~2015~~we ~~due~~continue to aseek ~~large~~out ~~order~~and ~~received~~discuss infinancing ~~the~~with ~~second~~potential ~~quarter~~partners ofor ~~2016~~lenders. While ~~Cost~~no ofassurances ~~revenue~~can ~~increased~~be ~~proportionally~~provided, we expect that we will be able to ~~the~~ ~~increase~~obtain infinancing ~~revenues~~to implement our plans.

~~Table~~In August 2015, LG Capital Funding LLC, (“LG”) purchased from KBM Worldwide, Inc., (“KBM”) all outstanding convertible notes and accrued interest payable to KBM under previous agreements with KBM. The outstanding amount due to KBM was restructured into two new convertible notes under a Securities Purchase Agreement, Convertible Notes and other ancillary documents. Under these agreements, we issued 8% convertible promissory notes in the principal amount of ~~Contents~~$188,684. 11These notes are convertible into shares of our common stock at a price ranging from 58% - 65% of the lowest closing bid price of our common stock during the 15 trading days immediately preceding the date of conversion. The notes contain additional terms and conditions normally included in instruments of this kind. During the nine months ended September 30, 2016, LG converted $82,800 of principal and $5,661 of accrued interest into 135,532,715 shares of common stock.

~~Operating~~On ~~expenses~~July 16, 2014 we entered into an Investment Agreement and Registration Rights Agreement with Dutchess Opportunity Fund, II, LP (“Dutchess”). Pursuant to the Investment Agreement, Dutchess committed to purchase, subject to certain restrictions and conditions, up to $5 million of our common stock upon issuance by us of a put to Dutchess at a price equal to ninety-four percent (94%) of the lowest daily VWAP (volume weighted average price) of our common stock during the five (5) consecutive Trading Days beginning on the Put Notice Date and ending on and including the date that is four (4) Trading Days after such Put Notice Date. The Put Amount shall be equal to up to either 1) two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the three (3) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date or 2) one hundred thousand dollars ($100,000). The obligation of Dutchess to purchase our shares is contingent upon our filing of a registration statement registering the shares of our common stock with the US Securities and Exchange Commission and such registration statement being declared effective, as well as our common stock continuing to be listed for trading, among other things. We filed such a registration statement with the SEC on October 6, 2014 and it became effective on November 7, 2014.

	Three months ended June 30,
	2016		2015		Change			%
Research and development	$	70,615	$	70,502	$	113			0	%
Sales and marketing		26,596		26,432		164			1	%
General and administrative		256,427		379,015		(122,588	)		(32	)%
	$	353,638	$	475,949	$	(122,311	)		(26	)%

~~The~~Working ~~decrease in operating expenses was driven by controlling our spending due to a limitation of funding.~~Capital

~~Other~~Working capital is the amount by which current assets exceed current liabilities. We had negative working capital of $11,862,601 and $8,468,294, respectively, as of September 30, 2016 and December 31, 2015. The increase in negative working capital is due to the increase in gross debt of approximately $1,140,000 since December 31, 2015, and a resulting increase in accrued liabilities of approximately $490,000 from interest expense. We also currently have insufficient cash flow to meet our debt obligations. This raises substantial doubt about our ability to continue as a going concern.

~~During~~Cash ~~the three months ended June 30, 2016, interest expense increased due to additional debt of approximately $1,100,000 over the same period in 2015.~~Flows

~~Other~~Our ~~income~~cash ~~(expense)~~flows ~~consists~~from ~~primarily~~operating, ofinvesting ~~expenses~~and ~~related to~~financing ~~costs~~activities ~~associated~~were ~~with~~as ~~debt and conversions of debt.~~follows:

Comparison of results of operations for the six months ended June 30, 2016 and 2015

	Nine months ended September 30,
	2016			2015
Net cash used in operating activities	$	(897,686	)	$	(622,963	)
Net cash provided by financing activities		884,721			582,511

	Six months ended June 30,
	2016			2015			Change			%
Sales revenue	$	305,147		$	304,634		$	513			0	%
Cost of revenue		(158,007	)		(145,992	)		(12,015	)		(8	)%
Gross profit		147,140			158,642			(11,502	)		(7	)%
Total operating expenses		790,119			981,994			191,875			20	%
Interest expense		(881,500	)		(490,956	)		(390,544	)		80	%
Other income (expense)		(75,051	)		(17,530	)		(57,521	)		328	%
Net loss	$	(1,599,530	)	$	(1,331,838	)	$	(267,692	)		20	%

Net cash used in operating activities increased in 2016 by $274,733 compared to 2015. We relied heavily on increased debt, accounts payable, and accrued liabilities to keep our operations running. We anticipate that overhead costs in current operations will increase in the future if we are successful in raising the capital described herein as a result of our anticipated increased marketing and operating activities.

~~Table~~During 2016, we relied on additional borrowings under both new and existing debt agreements. In 2016, net cash flows provided by financing activities were composed of ~~Contents~~$1,253,921 12of additional cash borrowings and $369,200 of debt pay down. In 2015, we borrowed $1,287,112 of additional debt and paid down $704,601 of debt.

~~Sales Revenue, Cost of Revenue and Gross Profit~~Inflation

~~Sales~~Although ~~revenue~~our operations ~~remained~~are ~~consistent~~influenced ~~for~~by ~~the~~general ~~six~~economic ~~months~~conditions, ~~ended~~we ~~June 30,~~do ~~2016~~not ~~compared~~believe tothat ~~2015.~~inflation ~~Cost~~had ofa ~~revenue~~material ~~increased~~effect ~~and~~on ~~gross~~our ~~profit~~results of ~~decreased~~operations ~~for~~during the ~~six~~nine ~~months~~month period ended ~~June~~September 30, 2016 ~~compared to 2015 due to an increase in inventory costs~~.

~~Operating~~Off-Balance ~~expenses~~Sheet Arrangements

	Six months ended June 30,
	2016		2015		Change			%
Research and development	$	143,606	$	127,372	$	16,234			13	%
Sales and marketing		39,311		69,902		(30,591	)		(44	)%
General and administrative		607,202		784,720		(177,518	)		(23	)%
	$	790,119	$	981,994	$	(191,875	)		(20	)%

We had no off-balance sheet arrangements as of September 30, 2016 and December 31, 2015.

~~The~~Critical ~~decrease~~Accounting ~~in operating expenses was driven by controlling our spending due to a limitation of funding.~~Estimates

~~Other~~Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the year ended December 31, 2015 in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~During~~Item ~~the~~3. ~~six~~Quantitative ~~months~~and ~~ended June~~Qualitative ~~30,~~Disclosures ~~2016,~~about ~~interest~~Market ~~expense increased due to additional debt of approximately $1,100,000 over the same period in 2015.~~Risk

~~Other~~As ~~income~~a ~~(expense)~~smaller ~~consists~~reporting company, ~~primarily~~as that term is defined in Item 10(f)(1) of ~~expenses~~Regulation ~~related~~S-K, towe ~~costs~~are ~~associated~~not ~~with~~required ~~debt~~to ~~and~~provide ~~conversions~~information ofrequired ~~debt~~by this Item.

~~Liquidity and Capital Resources~~12

AtItem ~~June 30, 2016, we had $90,794 in cash~~4. WeControls ~~have not generated positive cash flows from operations. Accordingly, our sources of liquidity may include potential debt~~ and equity offerings. We believe that our principal difficulty in our inability to successfully generate positive cash flows has been the lack of available capital to operate and expand our business. We believe we need a minimum of approximately $2,000,000 in additional working capital to be utilized for (i) development and launching of new products for Energie; (ii) funding the business development efforts to identify, qualify and acquire other LED lighting companies; and (iii) the balance for working capital, and general and administrative expense. Other than as disclosed below, we have no other commitments from any investor or investment-banking firm to provide us with the necessary funding and there can be no assurances we will obtain such funding in the future. Failure to obtain this additional financing will have a material negative impact on our ability to generate profits in the future.Procedures

ToEvaluation ~~fund~~of ~~our~~Disclosure ~~acquisition plan and~~Controls ~~fund working capital for our continuing operations, we continue to seek out~~ and ~~discuss financing with potential partners or lenders. While no assurances can be provided, we expect that we will be able to obtain financing to implement our plans.~~Procedures

InAs ~~August~~required ~~2015,~~by LGRules ~~Capital Funding LLC,~~ 13a-15(~~“LG”~~e) ~~purchased from KBM Worldwide, Inc.,~~ and 15d-15(~~“KBM”~~e) ~~all outstanding convertible notes and accrued interest payable to KBM~~ under ~~previous~~the ~~agreements with KBM. The outstanding amount due to KBM was restructured into two new convertible notes under a~~ Securities ~~Purchase~~Exchange ~~Agreement,~~Act ~~Convertible~~of ~~Notes and other ancillary documents. Under these agreements~~1934, weas ~~issued 8%~~amended ~~convertible promissory notes in~~ (the ~~principal~~“Exchange ~~amount of $188~~Act”),~~684.~~ ~~These~~we ~~notes~~have ~~are~~carried ~~convertible~~out ~~into~~an ~~shares of our common stock~~evaluation ~~at a price ranging from 58% - 65%~~ of the ~~lowest~~effectiveness ~~closing bid price~~ of ~~our common stock during~~ the 15design ~~trading~~and ~~days~~operation ~~immediately preceding the date~~ of ~~conversion.~~our ~~The~~disclosure ~~notes~~controls ~~contain additional terms~~ and ~~conditions~~procedures ~~normally~~as ~~included in instruments~~ of ~~this~~September ~~kind. During the six months ended June~~ 30, 2016,. This evaluation LGwas ~~converted~~carried ~~$36,800~~out ofunder ~~principal~~the supervision and ~~$2,029~~with the participation of ~~accrued~~our ~~interest~~Chief ~~into~~Executive ~~44,059,044~~Officer ~~shares~~and ~~of common~~Chief ~~stock~~Financial Officer.

~~Table~~Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of ~~Contents~~September 1330, 2016, because (a) we have limited entity-level controls, because of the time constraints for our management team; (b) we have a lack of segregation of duties due to limited personnel; and (c) we have not implemented adequate system-based and manual controls. We have engaged consultants to evaluate our processes and procedures, and to implement, document and test additional internal controls. We can provide no assurance, however, that our disclosure controls will be effective in the near future.

OnChanges ~~July 16, 2014 we entered into~~in anInternal ~~Investment~~Control ~~Agreement~~over ~~and~~Financial Registration Rights Agreement with Dutchess Opportunity Fund, II, LP (“Dutchess”). Pursuant to the Investment Agreement, Dutchess committed to purchase, subject to certain restrictions and conditions, up to $5 million of our common stock upon issuance by us of a put to Dutchess at a price equal to ninety-four percent (94%) of the lowest daily VWAP (volume weighted average price) of our common stock during the five (5) consecutive Trading Days beginning on the Put Notice Date and ending on and including the date that is four (4) Trading Days after such Put Notice Date. The Put Amount shall be equal to up to either 1) two hundred percent (200%) of the average daily volume (U.S. market only) of the common stock for the three (3) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date or 2) one hundred thousand dollars ($100,000). The obligation of Dutchess to purchase our shares is contingent upon our filing of a registration statement registering the shares of our common stock with the US Securities and Exchange Commission and such registration statement being declared effective, as well as our common stock continuing to be listed for trading, among other things. We filed such a registration statement with the SEC on October 6, 2014 and it became effective on November 7, 2014.Reporting

~~Working~~There ~~Capital~~have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

~~Working~~PART ~~capital is the amount by which current assets exceed current liabilities~~II. WeOther had negative working capital of $10,649,341 and $8,468,294, respectively, as of June 30, 2016 and December 31, 2015. The increase in negative working capital is due to the increase in debt of approximately $720,000 and a resulting increase in accrued liabilities of approximately $310,000 from interest expense. We also currently have insufficient cash flow to meet our debt obligations. This raises substantial doubt about our ability to continue as a going concern.Information

~~Cash~~Item ~~Flows~~1. Legal Proceedings

~~Our~~In ~~cash~~July ~~flows~~2015, ~~from~~Energie ~~operating~~LLC and Harold Hansen, ~~investing~~our CEO (collectively, “the defendants”), were served with a summons and complaint wherein Vectra Bank Colorado, National Association brought an action to collect monies due pursuant to a promissory note in the current principal balance of $47,000, plus interest, costs, and ~~financing~~attorneys’ ~~activities~~fees. ~~were~~The asaction ~~follows:~~was brought in the District Court for the City and County of Denver, Colorado (the “Court”). On April 4, 2016, the parties to this action entered into a settlement agreement whereby the defendants agreed to pay to Vectra Bank the sum of $59,177 on or before April 30, 2016. This payment was not made and the bank requested and received a judgment against both defendants jointly and severally for $61,502 plus interest of 5.25% per annum plus 9.90% per annum on the default margin. Energie is currently making payments to resolve this obligation.

	Six months ended June 30,
	2016			2015
Net cash used in operating activities	$	(506,038	)	$	(443,873	)
Net cash provided by financing activities		578,845			422,112

Other than the above, we are not party to any material legal proceedings, nor have any such actions been threatened against us.

Net cash used in operating activities increased in 2016 by $62,165 compared to 2015. We relied heavily on increased debt, accounts payable, and accrued liabilities to keep our operations running. We anticipate that overhead costs in current operations will increase in the future if we are successful in raising the capital described herein as a result of our anticipated increased marketing and operating activities.13

~~During~~Item ~~2016, we relied on additional borrowings under both new and existing debt agreements~~1A. InRisk 2016, net cash flows provided by financing activities were composed of $815,116 of additional borrowings and $236,271 of debt pay down. In 2015, we borrowed $889,250 of additional debt and paid down $467,138 of debt.Factors

~~Inflation~~As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item.

~~Although~~Item ~~our operations are influenced~~2. Unregistered bySales ~~general~~of ~~economic~~Equity ~~conditions,~~Securities weand doUse ~~not believe that inflation had a material effect on our results~~ of ~~operations during the six month period ended June 30, 2016.~~Proceeds

~~Table~~During the three months ended September 30, 2016, one of ~~Contents~~our 14lenders converted $49,632 of principal and interest on convertible promissory notes into 91,473,671 of our common shares. This issuance was completed in accordance with Section 3(a)(9) of the Securities Act, as amended, in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

~~Off-Balance~~Item ~~Sheet~~3. ~~Arrangements~~Defaults upon Senior Securities

~~We had no off-balance sheet arrangements as of June 30, 2016 and December 31, 2015~~None.

~~Critical~~Item ~~Accounting~~4. ~~Estimates~~Mine Safety Disclosures

~~Our~~Not ~~condensed consolidated financial statements and accompanying notes have been prepared in accordance with U~~applicable.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed consolidated financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the year ended December 31, 2015 in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 35. ~~Quantitative~~Other ~~and Qualitative Disclosures about Market Risk~~Information

~~As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item~~None.

Item 46. ~~Controls and Procedures~~Exhibits

Evaluation of Disclosure Controls and Procedures

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32		Certifications of the Chief Executive and Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

AsTable ~~required~~Of byContents Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer.14

Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of June 30, 2016, because (a) we have limited entity-level controls, because of the time constraints for our management team; (b) we have a lack of segregation of duties due to limited personnel; and (c) we have not implemented adequate system-based and manual controls. We have engaged consultants to evaluate our processes and procedures, and to implement, document and test additional internal controls. We can provide no assurance, however, that our disclosure controls will be effective in the near future.SIGNATURES

~~Changes~~Pursuant into the ~~Internal~~requirements ~~Control~~of ~~over~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf ~~Financial~~by ~~Reporting~~the undersigned thereunto duly authorized.

There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.


Date: November 18, 2016	By:	/s/ Harold Hansen
		Harold Hansen
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Richard Cole Dennard
		Richard Cole Dennard
		Chief Financial Officer (Principal Financial and Accounting Officer)

Table ofOf Contents 15

PART II. Other Information

Item 1. Legal Proceedings

In July 2015, Energie LLC and Harold Hansen, our CEO (collectively, “the defendants”), were served with a summons and complaint wherein Vectra Bank Colorado, National Association brought an action to collect monies due pursuant to a promissory note in the current principal balance of $47,000, plus interest, costs, and attorneys’ fees. The action was brought in the District Court for the City and County of Denver, Colorado (the “Court”). On April 4, 2016, the parties to this action entered into a settlement agreement whereby the defendants agreed to pay to Vectra Bank the sum of $59,177 on or before April 30, 2016. Vectra Bank requested a judgment against both defendants jointly and severally for $59,177 pursuant to the settlement agreement. The defendants are currently engaged in settlement discussions with the plaintiff in this matter and while no assurances can be provided. We believe our settlement efforts will be successful.

Item 1A. Risk Factors

As a smaller reporting company, as that term is defined in Item 10(f)(1) of Regulation S-K, we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2016, one of our lenders converted $28,958 of principal and interest on convertible promissory notes into 35,783,806 of our common shares. This issuance was completed in accordance with Section 3(a)(9) of the Securities Act, as amended, in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32		Certifications of the Chief Executive and Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Table of Contents 16

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 thereunto duly authorized.

Date: August 22, 2016	By:	/s/ Harold Hansen
		Harold Hansen
		Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Richard Cole Dennard
		Richard Cole Dennard
		Chief Financial Officer (Principal Financial and Accounting Officer)

Table of Contents 17

Filing Compare · ExeLED Holdings Inc.