U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-K

__________________

(Mark one)

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2015~~2016

[ ] TRANSITION REPORT UNDER 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

94-2857548

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer Identification No.)

~~4885~~5310 Ward Road, Suite ~~300~~106,

~~Wheat Ridge~~Arvada, CO ~~80033~~80002

(Address of principal executive offices)

(720) ~~963~~361-~~8055~~ 2056

(Issuer’s Telephone Number)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes [_] No [X]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [_]~~

Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_ ] Accelerated filer [_ ] Non-accelerated filer [_ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X]

The aggregate market value of the ~~shares~~voting ofand non-voting common stock held by non-affiliates of the ~~Registrant~~registrant, asbased upon the closing sale price of the Registrant’s common stock on June 30, ~~2015~~2016 was $~~231~~214,~~691~~119.

As of April 1112, ~~2016~~2017, the Registrant had ~~122~~249,~~189~~447,~~455~~433 shares of common stock issued and outstanding.

TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business	41
Item 1A.	Risk Factors	107
Item 1B.	Unresolved Staff Comments	107
Item 2	Properties	107
Item 3.	Legal Proceedings	118
Item 4.	Mine Safety Disclosures	118
PART II
Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	129
Item 6.	Selected Financial Data	1310
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1411
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1916
Item 8.	Financial Statements and Supplementary Data	2016
Item 9.	Changes in and Disagreements on Accounting and Financial Disclosure	3832
Item 9A.	Controls and Procedures	3832
Item 9B.	Other Information	3933
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4034
Item 11.	Executive Compensation	4237
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4438
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4438
Item 14.	Principal Accounting Fees and Services	4540
PART IV
Item 15.	Exhibits, Financial Statement Schedules	4641
	Signatures	4743

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. The statements contained in this Report that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

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 this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report 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 Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I

ITEM 1.

BUSINESS

History

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 December 31, 2013, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with OELC, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Energie LLC (hereinafter referred to as, “Energie”). The Share Exchange Agreement was not effective until July 2, 2014 due to a variety of conditions subsequent that needed to be met, which are described below. Upon effectiveness, we issued 33,000,000 “restricted” shares of our common stock, representing approximately 65% of our then issued and outstanding voting securities, in exchange for all of the issued and outstanding member interests of Energie. The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other intangible is recorded.

The closing of the Share Exchange Agreement was conditioned upon certain, limited customary representation and warranties, as well as conditions to close, such as the total shares of Energie Holdings, Inc. issued and outstanding being limited to 51,000,000, and the completion of an audit of Energie’s financial statements. Following the execution of the Share Exchange Agreement, but prior to closing, an additional 400,000 shares were issued and the limitation of 51,000,000 shares was waived, allowing for the issuance.

Thereafter, on January 27, 2014, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with two of our then wholly owned subsidiaries, Energie Holdings, Inc. and Alas Acquisition Company. The net effect of the Merger Agreement was to effectuate a name change from Alas Aviation Corp., to Energie Holdings, Inc. in order to provide a better understanding to investors of our entry into the light-emitting diode (“LED”) lighting industry. Our management also changed. On November 30, 2015, we filed a Certificate of Amendment to our Certificate of Incorporation with the State of Delaware to change our name from “Energie Holdings, Inc.” to “ExeLED Holdings, Inc.”

As a result of these transactions we are now a holding company, with Energie acting as our operating subsidiary, 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 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. 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 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. These objectives are subject to our obtaining additional financing, of which there can be no assurance.

All references herein to “us,” “we,” “our,” “Holdings,” or the “Company” refer to ExeLED Holdings, Inc. and its subsidiaries, and their respective business following the consummation of the Merger and Share Exchange Agreements, unless the context otherwise requires.

Description of Current Business

Energie was founded in ~~2001~~2001and ~~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~~Arvada, Colorado, and we also maintain a production and assembly facility in Zeeland, Michigan.

~~Table~~During the years ended December 31, 2016 and 2015, the success we did have was with unique and LED products in several market segments. In particular we experienced demand in education, commercial office space, large multi-unit luxury residential and health care. Education was especially strong with activity across the spectrum of ~~Contents~~K-12 4as well as public & private universities. We expect this trend to continue throughout 2017.

WeTable ~~have~~Of ~~developed~~Contents 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 Underwriter’s Laboratories™ (“UL/CUL”) 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.1

We ~~intend~~have developed an end-to-end production ~~capitalize~~and ondistribution ~~these~~platform ~~European~~for imported lighting ~~companies’~~products featuring HID, fluorescent, and LED technologies. Long term ~~desire~~contracts towith ~~penetrate~~five ~~North~~European ~~American~~manufacturers ~~markets~~and byone ~~solving~~in ~~many~~Taiwan ofprovide ~~the~~us ~~problems~~with ~~these~~exclusive ~~producers~~North ~~encounter~~American ~~when~~distribution ~~approaching~~rights ~~these~~to ~~markets.~~over ~~These~~270 ~~obstacles~~total ~~include~~products ~~designs~~in ~~that~~37 docategories. ~~not~~After processing any modifications necessary to meet Underwriter’s Laboratories™ (“UL/CUL”) standards, and building ~~codes~~code requirements, the ~~need~~products are sold to ~~provide~~customers ~~appropriate~~through ~~North~~a ~~American oriented~~network ~~marketing~~of ~~and~~over 50 ~~product~~independent ~~information~~lighting ~~and~~sales ~~specifications,~~agents. ~~experience~~In addition to ~~leverage~~a ~~the~~highly ~~lighting~~competitive ~~industry~~commission structure, we provide our sales ~~agent~~force ~~network,~~with ~~and~~promotional ~~market~~materials, ~~based~~ product ~~supply~~training and technical support.

~~Our~~We ~~business~~intend ~~strategy is~~ to ~~enter into exclusive sales agreements~~capitalize ~~with~~on these European ~~suppliers that have unique~~ lighting ~~products~~companies’ ~~and~~desire to ~~bridge~~penetrate ~~the divide between product desires of~~ North American ~~architects,~~ ~~lighting~~markets ~~designers,~~by ~~electrical~~solving ~~engineers,~~many ~~and~~of ~~interior~~the ~~designers~~problems ~~who~~these ~~wish to access innovative European products and~~producers ~~the~~encounter ~~desires~~when ofapproaching ~~European~~these ~~manufacturers~~markets. AsThese ~~these~~obstacles ~~European~~include ~~partners~~designs ~~are~~that ~~continually~~do ~~developing~~not ~~new~~meet ~~products,~~UL/CUL westandards ~~collaborate in the fixture design process~~ and ~~have~~building codes, the ~~right~~need to ~~launch~~provide ~~such~~appropriate ~~products in~~ North ~~America.~~American Inoriented ~~many~~marketing ~~cases,~~and ~~our~~product ~~partners~~information ~~will~~and ~~co-fund the front end costs associated with launching new products. However~~specifications, weexperience ~~require additional working capital~~ to ~~accelerate our anticipated~~leverage ~~growth.~~the Welighting ~~estimate~~industry ~~that~~sales weagent ~~will need up to $2~~network,~~000,000~~ inand ~~additional~~market ~~working~~based ~~capital~~product ~~to accomplish our objectives~~supply.

WeOur business strategy is to enter into exclusive sales agreements with European suppliers that have ~~been,~~unique ~~and~~lighting ~~continue~~products and to ~~engage~~bridge ~~in,~~ the ~~design,~~divide ~~development~~between product desires of North American architects, ~~enhancement~~lighting designers, electrical engineers, and ~~marketing~~interior ofdesigners ~~advanced~~who ~~commercial~~wish to ~~grade~~access ~~illumination~~innovative European products ~~that~~and ~~exclusively~~the ~~use~~desires ~~LED’s~~of European manufacturers. As these European partners are continually developing asnew ~~their~~products, ~~light~~we ~~source~~collaborate in the ~~continental~~fixture ~~United~~design ~~States,~~process ~~Canada~~ and ~~Puerto~~have ~~Rico.~~the ~~Our~~right to launch such products ~~include~~in ~~LED~~North ~~hanging~~America. ~~and~~In ~~recessed~~many ~~ceiling fixtures~~cases, ~~recessed~~our ~~wall~~partners ~~fixtures~~will ~~and~~co-fund ~~wall~~the ~~sconces.~~frontend ~~Our~~costs ~~branded~~associated ~~products~~with ~~have~~launching ~~been~~new ~~installed~~products. inHowever, awe ~~wide~~require ~~variety~~additional ofworking ~~settings~~capital ~~including~~to ~~commercial~~embark ~~office~~on ~~space,~~our ~~financial~~growth ~~trading~~strategy. ~~floors,~~We ~~health~~estimate ~~care~~that ~~facilities,~~we ~~museums,~~will ~~schools,~~need ~~restaurants~~up to $2,000,000 in additional working capital to accomplish ~~retail~~our ~~stores~~initial ~~and~~business ~~other~~objectives ~~public~~of ~~locations.~~developing ~~According~~and tolaunching anew ~~2014~~products ~~Freedonia~~for ~~Research~~Energie, ~~report~~but ~~this~~significantly ~~segment~~more ofcapital to effectuate the ~~industry~~acquisition ~~is estimated~~campaign atwe $4have ~~billion~~discussed ofelsewhere ~~architectural,~~herein. ~~specification-grade~~See ~~lighting~~“Part ~~fixtures~~II, ~~with~~Item ~~innovative~~7, ~~differentiated~~Management’s ~~lighting~~Discussion – ~~products~~Liquidity ~~that~~and ~~exemplify:~~Capital Resources”.

•We ~~Energy~~have ~~efficiency~~been, ~~focused~~and continue onto engage in, the ~~disruptive~~design, development, enhancement, and marketing of advanced commercial grade illumination products that exclusively use LED’s ~~technology;~~as their light source in the continental United States, Canada and Puerto Rico. Our products include LED hanging and recessed ceiling fixtures, recessed wall fixtures and wall sconces. Our branded products have been installed in a wide variety of settings including commercial office space, financial trading floors, health care facilities, museums, schools, restaurants, retail stores and other public locations.

•The ~~High~~latest ~~performance~~analysis “2017 ~~with~~Global ~~respect~~Lighting toMarket ~~quantity~~Outlook” published on November 2, 2016 by LEDinside, a division of TrendForce, finds that the LED lighting market was worth US $29.6 billion in 2016 and ~~quality~~is to rise to US $33.1 billion in 2017. Meanwhile, the penetration rate of LED lighting ~~light~~is ~~through~~expected ~~superior~~to ~~optic~~reach ~~design;~~52%. Thanks to regional lighting development, LED lighting is expected to account for 23% of total lightings in Europe by 2016, which is the highest across the world. The second and third highest regions are to be found in North America and China. However, the Asia-Pacific region is experiencing the fastest growth rate in LED lighting.

•According ~~Aesthetic~~to ~~design~~a recent ~~that~~Freedonia ~~appeals~~Research toreport the ~~senses~~LED ~~while~~Lighting ~~allowing~~Fixtures ~~architects~~segment ~~and~~of ~~designers~~the toindustry ~~make~~is ~~strong~~estimated ~~visual~~at ~~statements~~$4 bybillion ~~accessing~~of ~~European~~architectural, specification-grade lighting ~~fixture~~fixtures ~~designers.~~with innovative, differentiated lighting products that exemplify:

In· ~~order~~Energy toefficiency ~~secure~~focused ~~such~~on projects we cultivate relationships and build our brand through marketing and sales efforts aimed at decision-makers responsible for lighting; primarily architects, lighting designers, electrical engineers, interior designers, space planners and other product designators. We maintain a network of over 60 third-party sales agencies across North America to represent our products. Lighting sales agencies in the ~~commercial lighting~~disruptive ~~market~~LED are standalone, commission-based, geographically specific companies that represent many different manufacturers and represent only lighting fixtures and lighting control systems. We support our agents with sales and marketing resources to help drive “sell through” of our branded products. All products are assembled to Underwriter’s Laboratory requirements in our factory to control quality and meet lead time requirements of our customers.technology;

~~Table~~· High performance with respect to quantity and quality of ~~Contents~~light 5through superior optic design; and

~~Our~~· ~~business~~Aesthetic ~~model~~design ~~and~~that ~~product~~appeals ~~strategy~~to is based upon collaboration with leading European lighting manufacturing companies, including Rudolpf Zimmermann, Bamberg Gmbh, Bamberg, Germany, Regent Beleuchtungskorper AG, Basel, Switzerland, Trilux GmbH & Co. KG, Arnsberg, Germany, Multiline Licht NV, Lummen, Belgium, Luxiona-Troll, Canovelles, Spain and Tons Lightogy Inc., New Taipei City, Taiwan. Except for the ~~agreement~~senses ~~with~~while ~~RZB~~allowing ~~and~~architects ~~Tons Lightogy, which were executed in 2012, each of these other agreements have been in place for over ten (10) years~~ and ~~are~~designers ~~renewable for additional 2 year terms. Each of the agreements contain standard warranties, are either FOB manufacturer or CFR destination, and title and risk of loss passes~~ to usmake ~~upon~~strong ~~delivery,~~visual ~~when~~statements ~~payment becomes due. Each also includes a list of products that are manufactured~~ by ~~each~~accessing ~~respective manufacturer.~~European ~~Order~~lighting ~~cancellation~~fixture ~~is allowed up until 21 days prior to delivery, except for Trilux, which requires a 6 month written notice~~designers. ~~Thereafter, no cancellation is allowed. The agreements are exclusive to us throughout North America.~~

~~The~~In ~~North~~order ~~American~~to ~~architectural~~secure such ~~and~~projects ~~design~~we ~~community~~cultivate ~~has long~~relationships ~~recognized~~and ~~that~~build ~~European~~our ~~lighting~~brand ~~manufacturers~~through ~~have~~marketing ~~distinctive,~~and ~~innovative~~sales ~~and~~efforts ~~technologically~~aimed ~~advanced~~at ~~product~~decision-makers ~~offerings.~~responsible ~~Arguably~~for lighting; primarily architects, welighting ~~believe~~designers, ~~European~~electrical ~~designs~~engineers, interior designers, space planners and ~~technology~~other ~~are~~product designators. ~~several~~We ~~years~~maintain ~~ahead~~a network of ~~what~~over is50 ~~available~~third-party insales agencies across North America. ~~However,~~to ~~designers~~represent our products. Lighting ~~have~~sales ~~historically~~agencies ~~encountered~~in ~~difficulties~~the ~~working~~commercial ~~with~~lighting ~~European~~market ~~manufacturers.~~are ~~Typical~~standalone, ~~issues~~commission-based, ~~include~~geographically ~~product~~specific ~~designs~~companies that dorepresent ~~not~~many ~~meet~~different ~~UL/CUL~~manufacturers ~~standards~~ and ~~North~~represent ~~American~~only ~~building~~lighting ~~codes,~~fixtures ~~poor~~and ~~marketing~~lighting ~~collateral~~control ~~and~~systems. ~~product~~We ~~information,~~support ~~incompatible~~our ~~specification data,~~agents ~~long~~with ~~lead~~sales and ~~times~~marketing resources to ~~receive~~help ~~product,~~drive ~~poor~~“sell ~~sales~~through” ~~support,~~of ~~limited~~our ~~customer~~branded ~~service,~~products. ~~and~~All ~~high~~products ~~overall~~are ~~cost~~assembled ~~and~~to ~~complexity due~~Underwriter’s toLaboratory ~~exchange~~requirements ~~rates,~~in ~~freight,~~our ~~duties~~factory to control quality and ~~other~~meet ~~factors~~lead time requirements of our customers.

~~The~~Table ~~European~~Of ~~manufacturers~~Contents have long viewed the North American market for architectural, specification-grade lighting as large and attractive. However, apart from a few isolated examples, attempts to penetrate this market by establishing wholly-owned U.S. operations have been costly and unprofitable and, as a result, many have failed. We believe the challenges the European manufacturers encounter include (a) incomplete understanding of the design and product attributes demanded by North American architects and designers; (b) incomplete understanding of UL/CUL and building code requirements; (c) inexperience working with indirect sales channels such as agents and distributors (European sales strategy is based on company employed direct salespeople); and (d) the overall high cost of “green fielding” and supporting U.S. operations.2

ToOur ~~address~~business ~~these~~model and ~~issues~~product westrategy ~~intend~~is tobased ~~expand~~upon ~~our~~collaboration ~~operations~~with leading European lighting manufacturing companies, including Rudolpf Zimmermann, ~~through~~Bamberg ~~the~~Gmbh, ~~acquisition~~Bamberg, ofGermany, ~~related~~Regent ~~businesses~~Beleuchtungskorper ~~that~~AG, ~~will~~Basel, ~~complement~~Switzerland, ~~our~~Trilux ~~current~~GmbH ~~business~~& Co. ~~There~~ ~~are~~KG, ~~many~~Arnsberg, ~~synergistic~~Germany, ~~operations~~Multiline ~~which~~Licht ~~have~~NV, ~~expressed~~Lummen, anBelgium, ~~interest~~Luxiona-Troll, inCanovelles, ~~being~~Spain ~~acquired~~and byTons usLightogy ~~due~~Inc., toNew ~~our~~Taipei ~~status~~City, asTaiwan. aExcept for ~~publicly~~the ~~traded~~agreement ~~company. We believe~~with ~~this~~RZB ~~makes~~and ~~economic~~Tons ~~sense~~Lightogy, ~~because~~which wewere ~~can~~executed ~~eliminate~~in ~~duplication~~2012, each of ~~general~~these ~~and~~other ~~administrative~~agreements ~~expense,~~have ~~provide~~been ~~more~~in ~~centralized~~place for ~~information~~over ~~marketing~~ten (10) years and ~~eliminate~~are ~~overlapping~~renewable offor ~~services~~additional ~~offered~~2 year terms. We ~~are~~Each ~~presently~~of ~~evaluating~~the ~~several~~agreements ~~such~~contain ~~businesses~~standard warranties, are either asFOB ~~potential~~manufacturer ~~acquisition~~or ~~candidates~~CFR destination, and ~~have~~title ~~engaged~~and inrisk ~~discussions~~of ~~with~~loss ~~other~~passes ~~acquisition~~to ~~targets. However~~us upon delivery, aswhen ofpayment becomes due. Each also ~~the~~includes ~~date~~a list of ~~this~~products ~~report~~that ~~there~~ are nomanufactured ~~definitive~~by ~~agreements~~each inrespective ~~place~~manufacturer. ~~relating~~Order cancellation is allowed up until 21 days prior to ~~our~~delivery, ~~acquiring~~except ~~any~~for ~~such~~Trilux, ~~business~~which ~~and~~requires ~~there~~a ~~can be~~6-month written notice. Thereafter, no cancellation is allowed. With the exception of Multiline Licht NV, the agreements are exclusive to us throughout North America.

~~assurances~~The North American architectural and design community has long recognized that ~~such~~European ~~agreements~~lighting ~~will~~manufacturers behave ~~executed~~distinctive, oninnovative ~~favorable~~and technologically ~~terms~~advanced orproduct atofferings. ~~all~~Arguably, we believe European designs and technology are several years ahead of what is available in ~~the~~North ~~future~~America. However, designers have historically encountered difficulties working with European manufacturers. Typical issues include product designs that do not meet UL/CUL standards and North American building codes, poor marketing collateral and product information, incompatible specification data, long lead times to receive product, poor sales support, limited customer service, and high overall cost and complexity due to exchange rates, freight, duties and other factors.

IfThe weEuropean ~~are~~manufacturers have ~~successful,~~long viewed the ~~acquisition~~North ofAmerican ~~related~~market for architectural, ~~complimentary~~specification-grade lighting as large and attractive. However, apart ~~businesses~~from isa ~~expected~~few isolated examples, attempts to ~~increase~~penetrate ~~revenues~~this market by establishing wholly-owned U.S. operations have been costly and ~~profits~~unprofitable byand, ~~providing~~as a ~~broader~~result, ~~range~~many ofhave ~~services~~failed. inWe ~~vertical~~believe ~~markets~~the ~~which~~challenges ~~are~~the European manufacturers encounter include (a) ~~consolidated~~incomplete ~~under~~understanding ~~one~~of ~~parent,~~the ~~thus~~design ~~reducing~~and ~~overhead~~product ~~costs~~attributes demanded by ~~streamlining~~North ~~operations~~American architects and ~~eliminating~~designers; ~~duplicitous~~(b) ~~efforts~~incomplete understanding of UL/CUL and building code requirements; (c) inexperience working with indirect sales channels such as agents and ~~costs. There~~distributors ~~are~~(European nosales ~~assurances~~strategy ~~that~~is webased ~~will~~on ~~increase~~company ~~profitability~~employed ifdirect wesalespeople); ~~are~~and ~~successful~~(d) inthe ~~acquiring~~overall ~~other~~high ~~synergistic~~cost of “green ~~companies~~fielding” and supporting U.S. operations.

~~Management~~To ~~intends~~address ~~to seek out and evaluate related~~these issues, ~~complimentary businesses~~we ~~for~~are ~~acquisition. The~~seeking ~~integrity~~external financing and ~~reputation~~intend ~~of any potential acquisition candidate will first be thoroughly reviewed~~ to ~~ensure~~expand itour ~~meets~~operations ~~with~~through ~~management’s~~the ~~standards. Once~~acquisition ~~targeted~~of asrelated abusinesses ~~potential acquisition candidate,~~that we will ~~enter~~complement ~~into~~our ~~negotiations~~current ~~with~~business, ~~the~~should ~~potential~~this ~~candidate~~financing ~~and~~come ~~commence~~through. There ~~due~~are ~~diligence~~many ~~evaluation~~synergistic ofoperations ~~each business, including~~which ~~its~~have ~~financial~~expressed ~~statements,~~an ~~cash~~interest ~~flow,~~in ~~debt,~~being ~~location~~acquired ~~and~~by ~~other~~us ~~material~~due ~~aspects of the candidates’ business. We expect~~ to ~~utilize the issuance of~~ our ~~securities~~status as ~~part~~a ofpublicly ~~the~~traded ~~consideration that we will pay for these proposed acquisitions~~company. ~~If we~~We ~~are~~believe ~~successful~~this makes ineconomic ~~our~~sense, ~~attempts~~because towe ~~acquire~~can ~~similar~~eliminate ~~companies~~duplication ~~utilizing~~of ~~our~~general ~~securities~~and asadministrative ~~part~~expense, orprovide ~~all~~more ofcentralized ~~the consideration to~~information bemarketing ~~paid,~~and ~~our~~eliminate ~~current~~overlapping ~~shareholders~~of ~~will~~services ~~incur dilution~~offered. We ~~anticipate~~are ~~that~~presently weevaluating ~~will~~several ~~need~~such ~~additional~~businesses ~~capital~~as ~~to make~~potential ~~these~~acquisition ~~acquisitions.~~candidates Weand have ~~had~~engaged ~~various~~in discussions with ~~investment~~other ~~banking~~acquisition ~~firms~~targets. However, ~~and others potential investors but~~ as of the date of this report ~~Report~~ there are no definitive agreements in place relating to ~~provide~~our usacquiring ~~with~~any ~~this~~such ~~funding~~business and there can be no assurances that ~~we will~~such ~~obtain~~agreements ~~this funding in the future. Failure to obtain this funding~~ will ~~have~~be aexecuted ~~material negative affect~~ on ~~our~~favorable ~~ability~~terms ~~to implement~~or ~~our~~at ~~business~~all ~~plan~~in ~~and~~the ~~our anticipated results of operations~~future. WeIf we are ~~continuing~~unable to ~~seek~~obtain ~~out~~the ~~and~~external ~~discuss~~ financing ~~with~~ ~~potential~~that ~~partners~~we ~~and~~are ~~lenders.~~targeting, ~~While~~we nowill ~~assurances~~not ~~can~~ be ~~provided,~~able weexecute ~~expect~~this ~~that~~plan ~~many~~and ~~lighting fixture companies~~ will benot ~~interested in~~have ~~consolidating~~the ~~with~~financial usresources to ~~capitalize~~continue ~~on the application of the disruptive LED technology~~operations.

~~Table~~Up to this point, our financing efforts have been unsuccessful and we can provide no assurances that they will be in the future. If they are unsuccessful, there will be significant challenges to remain in business. If we are successful in securing external financing and then in executing on our growth strategy, the acquisition of ~~Contents~~related, 6complimentary businesses is expected to increase revenues and profits by providing a broader range of services in vertical markets which are consolidated under one parent, thus reducing overhead costs by streamlining operations and eliminating duplicitous efforts and costs. There are no assurances that we will increase profitability if we are successful in acquiring other synergistic companies.

~~Our~~Management ~~objective~~intends to isseek toout ~~become~~and aevaluate ~~leading~~related, ~~provider~~complimentary businesses for acquisition. The integrity and reputation of ~~advanced~~any ~~LED~~potential ~~lighting~~acquisition ~~solutions~~candidate bywill ~~acquiring~~first ~~and~~be ~~growing~~thoroughly ~~complementary~~reviewed ~~LED~~to ~~based~~ensure ~~lighting~~it ~~fixture~~meets ~~companies~~with management’s standards. Once targeted Weas ~~are~~a ~~focused~~potential onacquisition ~~acquiring~~candidate, ~~specialized lighting~~we ~~companies~~will ~~for~~enter into negotiations with the ~~architecture~~potential candidate and ~~interior~~commence ~~design~~due ~~markets~~diligence evaluation ~~for~~of ~~both~~each ~~commercial~~business, including its financial statements, cash flow, debt, location and ~~residential~~other ~~applications.~~material ~~Our~~aspects ~~creative~~of the candidates’ ~~lighting~~business. We ~~products~~expect ~~will~~to ~~include~~utilize ~~both~~the ~~conventional~~issuance ~~fixtures~~of ~~and~~our ~~advanced~~securities ~~solid-state~~as ~~technology~~part of the consideration that ~~can~~we ~~integrate~~will ~~with~~pay ~~digital~~for these ~~controls~~proposed ~~and~~acquisitions. If ~~day-lighting~~we are successful in our attempts to ~~create~~acquire ~~energy~~similar ~~efficiencies~~companies ~~and~~utilizing aour ~~better~~securities ~~visual~~as part ~~environment.~~or ~~Our~~all ~~intent~~of isthe consideration to ~~grow,~~be ~~innovate~~paid, our current shareholders will incur dilution. We anticipate that we will need additional capital to make these acquisitions. We have had various discussions with investment banking firms and others potential ~~fully~~investors ~~capture~~but as of the ~~rapidly~~date ~~growing~~of ~~lighting~~this ~~market~~Report ~~opportunities~~there ~~associated~~are no definitive agreements to provide us with ~~solid~~this ~~state~~funding ~~lighting~~and there can be no assurances that we will obtain this funding in the future. ~~There~~Failure to obtain this funding will have a material negative affect on our ability to implement our business plan and our anticipated results of operations. We are continuing to seek out and discuss financing with potential partners and lenders. While no assurances can be provided, we expect that many lighting fixture companies will be ~~successful~~interested in consolidating with us to capitalize on the application of the disruptive LED technology.

~~Key~~Table ~~elements~~Of ofContents ~~our business growth strategy include:~~3

•Our ~~LED~~objective ~~Technology~~is to ~~Leadership:~~become Asa ~~LED~~leading ~~technology~~provider ~~increases~~of inadvanced ~~the~~LED ~~speed~~lighting atsolutions ~~which~~by itacquiring isand ~~advancing,~~growing complementary LED based lighting fixture companies. ~~designs~~We ~~will~~are ~~have~~focused toon ~~adapt~~acquiring tospecialized ~~that~~lighting ~~rate~~companies offor ~~change.~~the ~~Our~~architecture ~~Advisory~~and ~~Team~~interior ~~intends~~design tomarkets ~~provide~~for ~~access~~both commercial toand ~~the~~residential ~~best~~applications. ~~resources~~Our tocreative ~~apply~~lighting ~~LED~~products will include both conventional fixtures and advanced solid-state technology ~~for~~that ~~our~~can ~~subsidiaries.~~integrate Wewith ~~also~~digital ~~intend~~controls and day-lighting to ~~provide~~create ~~buying~~energy ~~contracts~~efficiencies ~~with~~and ~~LED~~a ~~component~~better ~~manufacturers~~visual environment. Our intent is to ~~control~~grow, ~~cost~~innovate, ~~while~~and ~~staying~~fully atcapture the ~~leading~~rapidly ~~edge~~growing oflighting ~~the~~market ~~technology~~opportunities associated with solid state lighting. There are no assurances we will be successful.

•Key ~~Access~~elements to Investment Capital: The change from conventional lighting technology to LED technology is expensive. The capital needed to understand and apply LED technology is more than most conventional lighting manufactures have or are willing to risk. We intend to provide the appropriate capital to develop and launch LED lighting fixtures through of our ~~subsidiaries.~~business Asgrowth ofstrategy ~~the date of this Report we do not have sufficient capital to meet this objective and there are no assurances we will obtain this capital in the future.~~include:

•· ~~Best~~LED ~~Practices~~Technology ~~Management Services~~Leadership: ~~The~~As ~~business~~LED ~~processes~~technology ~~and~~increases ~~staffing~~in ~~required~~the tospeed ~~move~~at towhich ~~solid~~it ~~state~~is advancing, lighting ~~are~~fixture ~~different~~designs ~~than~~will ~~those~~have ~~needed~~to ~~for~~adapt ~~conventional~~to ~~lighting~~that ~~technology~~rate of change. Our Advisory Team intends to provide ~~assistance~~access to the best resources to apply LED technology for our ~~subsidiary~~subsidiaries. ~~teams~~We also intend to ~~help~~provide ~~them~~buying ~~capitalize~~contracts onwith ~~these~~LED ~~changes~~component ~~aggressively~~manufacturers ~~and~~to control cost ~~effectively~~while staying at the leading edge of the technology.

•· ~~Market~~Access ~~Appropriate~~to ~~Education.~~Investment WeCapital: ~~believe~~The ~~that~~change ~~educating~~from ~~architects,~~conventional ~~designers,~~lighting ~~specifiers~~technology ~~and~~to ~~end-users of the benefits of~~ LED ~~lighting~~technology is ~~key~~expensive. toThe ~~growing~~capital ~~our~~needed ~~market~~to ~~share~~understand byand ~~shifting~~apply ~~their~~LED ~~preference~~technology ~~from~~is more ~~traditional~~than most conventional lighting tomanufactures ~~LED~~have ~~lighting.~~or ~~There~~are ~~continue~~willing to berisk. ~~unique~~We ~~advances~~intend into ~~LED~~provide ~~engineering~~the ~~and,~~appropriate ~~while~~capital noto ~~assurances~~develop ~~can~~and belaunch ~~provided,~~LED welighting ~~believe~~fixtures ~~the~~through ~~market~~our issubsidiaries. ~~rapidly~~As ~~embracing~~of the ~~technology.~~date Weof ~~also~~this ~~believe~~Report ~~our~~we ~~employees~~do not have ~~the~~sufficient ~~knowledge~~capital ~~and ability~~ to ~~educate~~meet ~~both~~this ~~our~~objective ~~customer base~~ and, ifthere ~~successful,~~are ~~thep~~no ~~ersonnel~~assurances ~~in the companies~~ we ~~acquire.~~will Weobtain ~~expect that~~ this ~~will~~capital ~~drive~~in ~~sales by driving~~ the ~~commercial market towards LED lighting~~future.

•· ~~Sales~~Best ~~and~~Practices ~~Distribution~~Management ~~Network~~Services: WeThe ~~maintain~~business aprocesses ~~network~~and ofstaffing ~~over~~required ~~60 third-party sales agencies across North America~~ to ~~represent~~move ~~our products. These agreements provide for exclusive rights~~ to ~~sell~~solid ~~our~~state lighting fixtures for a commission in specific counties as described in each agreement. If and when we successfully consummate acquisitions, each company that we acquire will have their own third-party sales agencies and distribution network. We are ~~targeting~~different ~~acquisitions~~than ~~that~~those ~~will~~needed ~~diversify~~for ~~our~~conventional ~~product~~lighting ~~portfolio~~technology. ByOur ~~carrying~~Advisory aTeam ~~broader~~intends ~~selection~~to ofprovide ~~LED~~assistance ~~lighting products we anticipate that we will be able~~ to ~~not just expand~~ our ~~existing~~subsidiary ~~network~~teams ~~of sales agencies, but~~ to ~~also~~help ~~become~~them ~~more~~capitalize ofon athese ~~preferred~~changes ~~provider~~aggressively ofand ~~products~~cost ~~to select sales agencies~~effectively.

•· ~~Expanding~~Market ~~our~~Appropriate ~~LED~~Education. ~~Product~~We ~~Portfolio.~~believe Asthat ~~our~~educating ~~goal~~architects, designers, specifiers and end-users of the benefits of LED lighting is key to ~~serve~~growing our ~~customers~~market ~~and~~share ~~create~~by ashifting ~~quality~~their ~~experience~~preference from more traditional lighting to LED lighting. There continue to be unique advances in ~~both~~LED ~~product~~engineering and, ~~service~~while no assurances can be provided, we ~~will~~believe ~~continue~~the tomarket ~~expand~~is ~~these~~rapidly ~~categories~~embracing ~~and~~the ~~add~~technology. ~~necessary~~We ~~fixtures~~also ~~and~~believe ~~light~~our ~~sources~~employees have the knowledge and ability to ~~increase~~educate both our ~~offering~~customer asbase anand, ~~LED~~if ~~solution~~successful, ~~provider~~the personnel in the companies we acquire. We expect that this will drive sales by driving the commercial market towards LED lighting.

•· ~~Developing~~Sales and ~~Protecting~~Distribution ~~Our~~Network: ~~Intellectual~~We ~~Property.~~maintain ~~Securing~~a ~~and~~network ~~defending~~of ~~intellectual~~over ~~property~~60 bythird-party ~~using~~sales ~~the~~agencies ULacross ~~Listing~~North ~~process~~America ~~related~~to represent our products. These agreements provide for exclusive rights to ~~the~~sell ~~design,~~our ~~manufacture~~lighting fixtures for a commission in specific counties as described in each agreement. If and ~~application~~when ofwe ~~advanced~~successfully ~~lighting~~consummate ~~technology~~acquisitions, iseach ~~expected~~company tothat bewe aacquire ~~key~~will ~~element~~have oftheir ~~our~~own ~~existing~~third-party sales agencies and ~~future~~distribution ~~business~~network. ~~The~~We ~~strength~~are oftargeting ~~our~~acquisitions ~~intellectual~~that ~~property~~will diversify our product portfolio. isBy ~~intended~~carrying toa ~~allow~~broader usselection of LED lighting products, we anticipate that we will be able to ~~compete~~not onjust ~~the~~expand ~~basis~~our existing network of ~~our~~sales ~~technology~~agencies, ~~which~~but weto ~~believe~~also ~~will~~become ~~give~~more usof ana ~~advantage~~preferred ~~over~~provider ~~many~~ of ~~our~~products ~~larger~~to ~~competitors~~select sales agencies.

•· ~~Capitalizing~~Expanding onour ~~Opportunities~~LED inProduct ~~Our Target Markets~~Portfolio. WeAs ~~believe there is a growing need for unique, advanced lighting solutions across~~ our ~~target~~goal ~~markets. Our acquisition strategy~~ is to ~~expand~~serve ~~into~~our ~~new~~customers ~~production~~and ~~application~~create ~~market~~a ~~segments~~quality byexperience ~~focusing~~in onboth ~~companies~~product ~~with~~and ~~complementary products. Because we have access to the advanced products from our International partners~~service, we ~~expect~~will to continue to ~~introduce~~expand ~~innovative~~these ~~advanced~~categories ~~lighting products as we believe there exists significant opportunities to grow market share. By introducing new products~~ and ~~expanding~~add ~~sales~~necessary offixtures ~~existing products we believe that we can significantly improve operational efficiency by reducing our cost of materials, components~~ and ~~manufacturing.~~light ~~Expanding~~sources ~~our~~to ~~products~~increase ~~and increasing~~ our ~~sales~~offering ~~will~~as ~~also~~an ~~allow~~LED ussolution ~~to gain additional leverage from sales representatives within our distribution network~~provider.

~~Table~~· Developing and Protecting Our Intellectual Property. Securing and defending intellectual property by using the UL Listing process related to the design, manufacture and application of ~~Contents~~advanced 7lighting technology is expected to be a key element of our existing and future business. The strength of our intellectual property portfolio is intended to allow us to compete on the basis of our technology, which we believe will give us an advantage over many of our larger competitors.

~~The~~· ~~LED~~Capitalizing ~~Lighting~~on ~~Industry~~Opportunities in Our Target Markets. We believe there is a growing need for unique, advanced lighting solutions across our target markets. Our acquisition strategy is to expand into new production application market segments by focusing on companies with complementary products. Because we have access to the advanced products from our International partners, we expect to continue to introduce innovative advanced lighting products as we believe there exists significant opportunities to grow market share. By introducing new products and expanding sales of existing products we believe that we can significantly improve operational efficiency by reducing our cost of materials, components and manufacturing. Expanding our products and increasing our sales will also allow us to gain additional leverage from sales representatives within our distribution network.

~~The~~Table ~~global~~Of ~~lighting~~Contents industry generally is divided between three major market segments: commercial, industrial and residential. Within these three market segments exist two broad product categories: fixtures and light bulbs (referred to as lamps in the lighting industry). The fixtures category includes all apparatuses, luminaires and power/heat-control systems, while lamps consist of the devices that emit light. Conventional lamps typically include incandescent, fluorescent and high-intensity discharge (HID) products. For commercial applications, we believe that the more expensive and long lasting fluorescent and HID lamps and fixtures have had the largest market share. For industrial applications, metal halide and fluorescent have been the primary light source. For residential applications within the general illumination market, inexpensive incandescent bulbs and, to a lesser extent, compact fluorescent (CFL) lamps have been the common choice.4

With rapid advancements in the performance, efficiency and cost of energy-efficient lighting, including LED-based solutions, conventional light sources, such as incandescent lamps, are beginning to be replaced by advanced technologies with lower operating costs over their useful lives. LED’s are semiconductor-based devices that generate light. The ~~energy-efficient nature of~~ LED ~~technology~~Lighting makes it an environmentally friendly light source, and the compact size of LEDs has created new possibilities in lighting fixture and lamp design. Product selection is influenced by a number of factors, including overall cost, energy efficiency, product life, lumen output and other product features, as well as regulatory and environmental factors. We believe our unique advanced lighting solutions are well positioned to increasingly displace conventional lighting in each of our targeted markets.Industry

InThe ~~North~~global ~~America,~~ lighting ~~manufacturers~~industry generally ~~typically~~is ~~sell products~~divided ~~through~~between ~~manufacturer’s~~three ~~representatives,~~major ~~electrical~~market ~~supply~~segments: ~~representatives~~commercial, orindustrial anand ~~internal~~residential. ~~sales~~Within ~~force~~these tothree market segments ~~electrical~~exist ~~wholesale~~two ~~distributors.~~broad ~~The~~product ~~distributors~~categories: ~~then~~fixtures ~~market~~and ~~products~~light bulbs (referred to ~~electrical~~as ~~contractors~~lamps ~~and~~in ~~other~~the ~~end-users~~lighting industry). ~~Representatives~~ ~~also~~The ~~have~~fixtures ~~direct~~category includes ~~contact~~all ~~with~~apparatuses, ~~lighting~~luminaires ~~designers,~~and ~~electrical~~power/heat-control ~~engineers~~systems, ~~architects~~while ~~and~~lamps ~~general~~consist ~~contractors that~~of ~~influence~~the ~~buying~~devices ~~decisions~~that emit light. ~~The~~Conventional lamps ~~manufacturer’s~~typically ~~representatives~~include ~~often~~incandescent, ~~provide~~fluorescent ~~value~~and high-~~added~~intensity ~~services,~~discharge ~~such~~(HID) asproducts. ~~product~~For commercial applications, we ~~promotion~~believe orthat ~~design~~the more expensive and ~~implementation~~long ~~assistance.~~lasting ~~The~~fluorescent ~~ability~~and ofHID ~~smaller~~lamps ~~companies~~and tofixtures ~~compete~~have ~~against~~had ~~larger, more-established~~the ~~rivals~~largest ismarket ~~heavily~~share. ~~rooted~~For industrial inapplications, ~~their~~metal ~~capacity~~halide toand ~~leverage~~fluorescent ~~their~~have ~~unique~~been ~~product~~the ~~portfolios~~primary ~~and~~light ~~customer~~source. ~~service~~For residential applications within the general illumination market, inexpensive incandescent bulbs and, to ~~garner~~a ~~maximum~~lesser ~~productivity~~extent, ~~from~~compact ~~each~~fluorescent ~~representative~~(CFL) lamps have been the common choice.

~~Historically,~~With ~~large~~rapid ~~global competitors focused almost exclusively~~advancements onin the ~~general~~performance, ~~illumination~~efficiency ~~market,~~and ~~because~~cost of ~~their~~energy-efficient ~~advantage~~lighting, inincluding ~~purchasing~~LED-based ~~power~~solutions, ~~manufacturing~~conventional ~~volume~~light ~~and~~sources, such ~~distribution~~as ~~efficiency~~incandescent lamps, ~~while~~ ~~smaller~~are ~~industry~~beginning ~~participants~~to ~~generally~~be ~~competed~~replaced inby ~~niche~~advanced ~~markets~~technologies ~~primarily~~with bylower ~~offering~~operating ~~specialized~~costs ~~products~~over ~~and~~their ~~superior~~useful ~~customer~~lives. ~~service~~LED’s toare ~~their~~semiconductor-based ~~regions~~devices that generate light. ~~However~~The energy-efficient nature of LED technology makes it an environmentally friendly light source, and the ~~evolution~~compact size of ~~advanced~~LEDs has created new possibilities in lighting ~~solutions~~fixture ~~has~~and ~~enabled~~lamp design. ~~smaller~~Product ~~companies~~selection tois ~~penetrate~~influenced by a number of factors, including overall cost, energy efficiency, product life, lumen output and ~~compete~~other inproduct ~~the~~features, ~~larger~~as ~~general~~well ~~illumination~~as ~~market~~regulatory and environmental factors. ~~One~~We ofbelieve ~~these~~our ~~notable~~unique advanced lighting solutions are iswell ~~LED~~positioned to increasingly displace conventional lighting in each of our targeted markets.

~~Industry~~In ~~Trends~~North America, lighting manufacturers typically sell products through manufacturer’s representatives, electrical supply representatives, or an internal sales force to electrical wholesale distributors. The distributors then market products to electrical contractors and other end-users. Representatives also have direct contact with lighting designers, electrical engineers, architects and general contractors that influence buying decisions. The manufacturer’s representatives often provide value-added services, such as product promotion or design and implementation assistance. The ability of smaller companies to compete against larger, more-established rivals is heavily rooted in their capacity to leverage their unique product portfolios and customer service to garner maximum productivity from each representative.

AsHistorically, large global competitors focused almost exclusively on the ~~cost~~general ofillumination ~~LED’s~~market, ~~decrease~~because ~~and~~of their ~~performance~~advantage ~~improves~~in purchasing power, manufacturing wevolume ~~expect~~and ~~that~~distribution ~~they~~efficiency, ~~will~~while ~~continue~~smaller toindustry ~~compete~~participants ~~more~~generally ~~effectively~~competed in ~~the~~niche ~~general~~markets ~~illumination~~primarily ~~market~~by ~~versus~~offering specialized ~~traditional~~products ~~lighting. High-brightness~~and ~~LEDs~~superior ~~are~~customer ~~the~~service ~~core,~~to ~~light-producing~~their ~~components~~regions. ~~within~~However, anthe ~~LED~~evolution of advanced lighting ~~system.~~solutions Wehas enabled ~~believe~~smaller ~~the~~companies ~~LED~~to ~~lighting~~penetrate ~~industry is~~and ~~experiencing~~compete in the ~~following~~larger ~~trends:~~general illumination market. One of these notable advanced lighting solutions is LED lighting.

•Industry Technological Innovations Expand LED Functionality. Since the introduction of the first visible LED in the 1960s, the technology has offered an increasingly wide variety of colored lighting, beginning with red and expanding to green, yellow and orange. Initial rudimentary applications included traffic lights, automotive brake lights and indicator lights. In the mid-1990s, LEDs became capable of emitting blue light. With the advent of blue LEDs, combined with phosphor technology, LEDs made another technological leap by emitting white light. This breakthrough enabled LEDs to compete with traditional lighting solutions for applications in commercial, industrial and residential markets. In an effort to lower energy consumption, lighting companies are focusing on increasing “lumens per watt.” Lumens per watt (often referred to as “efficacy”) is an industry standard that measures the amount of light emitted per watt of electrical power used, meaning the more lumens per watt, the more energy-efficient the product. Traditional incandescent lighting sources can produce between 10 and 35 lumens per watt, while fluorescent and HID light sources can produce output exceeding 100 lumens per watt. Today’s LEDs are currently performing well over 100 lumens per watt at the LED level, making them comparable to, and often better than, fluorescent and HID light sources.Trends

~~Table~~As the cost of ~~Contents~~LED’s decrease 8and their performance improves we expect that they will continue to compete more effectively in the general illumination market versus traditional lighting. High-brightness LEDs are the core, light-producing components within an LED lighting system. We believe the LED lighting industry is experiencing the following trends:

•· ~~High~~Technological ~~Energy~~Innovations ~~Costs~~Expand ~~Drive~~ LED ~~Adoption~~Functionality. AsSince athe ~~result~~introduction of ~~high energy prices and~~ the ~~expectation~~first ~~that~~visible ~~prices~~LED ~~will~~in ~~continue~~the ~~to rise~~1960s, ~~businesses~~the ~~and~~technology ~~consumers~~has ~~are~~offered an increasingly ~~adopting~~wide ~~new~~variety ~~technologies~~of tocolored ~~reduce energy consumption. LED~~ lighting, ~~technology~~beginning iswith ~~inherently~~red ~~more energy efficient~~ and ~~can~~expanding ~~result~~to ingreen, ~~more~~yellow ~~than~~and ~~80% power savings over incandescent solutions~~orange. ~~According~~Initial torudimentary ~~The~~applications ~~Department~~included oftraffic ~~Energy~~lights, ~~22%~~automotive ofbrake ~~all~~lights ~~energy~~and ~~consumption~~indicator ~~in the United States is from lighting applications~~lights. ~~This~~In ~~combined~~the ~~rate~~mid-1990s, ~~represents~~LEDs ~~approximately~~became ~~35%~~capable of ~~all~~emitting ~~energy~~blue ~~consumption~~light. inWith ~~commercial~~the ~~buildings~~advent asof ~~compared~~blue toLEDs, ~~approximately~~combined ~~15%~~with ~~for~~phosphor ~~residential users and 5% for industrial companies. Despite safety issues and concerns~~technology, ~~compact~~LEDs ~~fluorescent~~made ~~(CFL)~~another ~~lamps~~technological ~~are~~leap ~~used~~by ~~for~~emitting ~~lighting~~white ~~energy conservation~~light. ~~However,~~This ~~recent~~breakthrough ~~technological~~enabled ~~advancements~~LEDs to ~~LED~~compete ~~lighting~~with ~~have~~traditional ~~made~~lighting itsolutions ~~more~~for ~~commercially~~applications ~~viable~~ in ~~terms of brightness~~commercial, ~~efficiency,~~industrial ~~lamp life, safety~~ and ~~color-rendering~~residential ~~(CRI)~~markets. In ~~addition,~~an ~~competitive~~effort ~~pressures,~~to ~~declining~~lower ~~LED~~energy ~~costs~~consumption, ~~and~~lighting ~~greater~~companies ~~manufacturing efficiencies~~ are ~~driving~~focusing ~~down~~on ~~LED~~increasing ~~lamp~~“lumens ~~prices~~per watt.” AsLumens aper ~~result~~watt of(often ~~these~~referred ~~gains~~to ~~and,~~as ~~while~~“efficacy”) ~~there~~is ~~can~~an beindustry nostandard ~~assurances,~~that wemeasures ~~believe~~the ~~LED~~amount ~~adoption~~of ~~should~~light ~~continue~~emitted toper ~~expand.~~watt ~~In support~~ of ~~our~~electrical ~~belief~~power used, inmeaning the ~~2014~~more ~~report~~lumens ~~issued~~per ~~by Freedonia~~watt, ~~LED~~the ~~fixtures~~more ~~are~~energy-efficient ~~expected~~the toproduct. ~~account~~Traditional ~~for~~incandescent ~~over half of all~~ lighting ~~fixture~~sources ~~sales~~can inproduce ~~2018.~~between ~~Higher~~10 ~~value~~and ~~fixtures~~35 ~~will~~lumens ~~account~~per ~~for a dramatically greater share of fixture sales as more fixtures designed specifically for LEDs~~watt, ~~advanced~~while fluorescent ~~lamps,~~ and ~~other~~HID ~~longer lived, highly efficient~~ light sources ~~are~~can ~~introduced.~~produce ~~For~~output ~~instance,~~exceeding ~~sales~~100 oflumens ~~LED~~per ~~lighting~~watt. ~~fixtures~~Today’s LEDs are ~~expected~~currently toperforming ~~nearly~~well ~~triple through 2018 to account for~~ over ~~half~~100 oflumens ~~total~~per ~~fixture~~watt ~~sales,~~at upthe ~~from~~LED ~~seven percent in 2008. In many cases~~level, ~~LED~~making ~~fixtures~~them ~~will~~comparable ~~replace existing fixtures designed for use with less efficient light sources as lamp stocks dwindle following phase out programs. Incandescent~~to, ~~halogen,~~ and ~~fluorescent~~often ~~fixtures~~better ~~will all register declining sales going forward. However~~than, ~~high~~fluorescent ~~intensity~~and ~~discharge (~~HID) ~~fixtures,~~light ~~which are based on an older but relatively energy efficient technology, are expected to grow through 2018~~sources.

•Table ~~Legislative~~Of ~~Influences~~Contents Spur Market Adoption of Energy Efficient LED Lighting. LED Lighting has encouraged regulatory agencies to increase the demand for more energy efficiency. Federal law, under the Energy Efficiency Improvement Act of 2015, mandates that commercial buildings use less electricity. After HVAC, lighting consumes the second most electricity in buildings, so it provides a great opportunity to decrease electricity usage. Also, lighting can be more easily retrofitted than HVAC so existing buildings are also a major opportunity.5

~~Competition~~· High Energy Costs Drive LED Adoption. As a result of high energy prices and the expectation that prices will continue to rise, businesses and consumers are increasingly adopting new technologies to reduce energy consumption. LED lighting technology is inherently more energy efficient and can result in more than 80% power savings over incandescent solutions. According to The Department of Energy, 22% of all energy consumption in the United States is from lighting applications. This combined rate represents approximately 35% of all energy consumption in commercial buildings as compared to approximately 15% for residential users and 5% for industrial companies. Despite safety issues and concerns, compact fluorescent (CFL) lamps are used for lighting energy conservation. However, recent technological advancements to LED lighting have made it more commercially viable in terms of brightness, efficiency, lamp life, safety and color-rendering (CRI). In addition, competitive pressures, declining LED costs and greater manufacturing efficiencies are driving down LED lamp prices. As a result of these gains and, while there can be no assurances, we believe LED adoption should continue to expand. In support of our belief, in the 2014 report issued by Freedonia, LED fixtures are expected to account for over half of all lighting fixture sales in 2018. Higher value fixtures will account for a dramatically greater share of fixture sales as more fixtures designed specifically for LEDs, advanced fluorescent lamps, and other longer lived, highly efficient light sources are introduced. For instance, sales of LED lighting fixtures are expected to nearly triple through 2018 to account for over half of total fixture sales, up from seven percent in 2008. In many cases, LED fixtures will replace existing fixtures designed for use with less efficient light sources as lamp stocks dwindle following phase out programs. Incandescent, halogen, and fluorescent fixtures will all register declining sales going forward. However, high intensity discharge (HID) fixtures, which are based on an older but relatively energy efficient technology, are expected to grow through 2018.

We· ~~currently~~Legislative ~~face~~Influences ~~competition~~Spur ~~from~~Market ~~traditional~~Adoption ~~lighting~~of ~~companies that~~Energy ~~provide~~Efficient ~~general~~LED ~~lighting~~Lighting. ~~products,~~LED ~~including~~Lighting ~~incandescent,~~has ~~fluorescent,~~encouraged ~~high~~regulatory ~~intensity~~agencies ~~discharge~~to ~~(HID),~~increase ~~metal~~the ~~halide~~demand ~~(MH) and~~for ~~other~~more ~~traditional~~energy ~~light sources~~efficiency. WeFederal ~~also~~law, ~~have~~under ~~competitors~~the ~~from~~Energy ~~specialized~~Efficiency ~~lighting~~Improvement ~~companies~~Act ~~that~~of ~~are~~2015, ~~engaged~~mandates inthat ~~providing LED~~commercial ~~lighting~~buildings ~~fixture~~use ~~products~~less electricity. InAfter ~~general~~HVAC, welighting ~~intend~~consumes tothe ~~compete~~second ~~with~~most ~~both~~electricity ~~groups~~in onbuildings, ~~the~~so ~~basis~~it ofprovides ~~design,~~a ~~innovation,~~great ~~and~~opportunity ~~quality of~~to ~~light,~~decrease ~~maintenance~~electricity ~~costs~~usage. Also, ~~safety~~lighting ~~issues,~~can ~~energy~~be ~~consumption,~~more ~~price,~~easily ~~product~~retrofitted ~~quality~~than ~~and~~HVAC ~~brightness~~so existing buildings are also a major opportunity.

In the general illumination market, we compete with traditional lighting companies that include Acuity Brands Lighting, Inc., Eaton’s Cooper Lighting Business (a division of Eaton Corporation), Hubbell Lighting, Inc. (a division of Hubbell Incorporated), Juno Lighting Group (a division of Schneider Electric SA), GE Lighting and Philips Lighting (a division of Koninklijke Philips N.V.). Our LED products should tend to be alternatives to conventional lighting sources for applications within the commercial and residential markets. In these markets, we compete on the basis of unique designs, performance, energy savings, lamp life, and durability.Competition

We ~~believe~~currently face competition from traditional lighting companies that weprovide ~~will~~general ~~compete~~lighting ~~favorably~~products, inincluding ~~our~~incandescent, ~~markets~~fluorescent, ~~based~~high intensity discharge (HID), metal halide (MH) and other traditional light sources. We also have competitors from specialized lighting companies that are engaged in providing LED lighting fixture products. In general, we intend to compete with both groups on the ~~following~~basis ~~factors:~~of design, innovation, and quality of light, maintenance costs, safety issues, energy consumption, price, product quality and brightness.

•In ~~Breadth~~the general illumination market, we compete with traditional lighting companies that include Acuity Brands Lighting, Inc., Eaton’s Cooper Lighting Business (a division of Eaton Corporation), Hubbell Lighting, Inc. (a division of Hubbell Incorporated), Juno Lighting Group (a division of Schneider Electric SA), GE Lighting and ~~diversity~~Philips Lighting (a division of ~~high-quality~~Koninklijke Philips N.V.). Our LED ~~product~~products should ~~offerings;~~tend to be alternatives to conventional lighting sources for applications within the commercial and residential markets. In these markets, we compete on the basis of unique designs, performance, energy savings, lamp life, and durability.

•We ~~Our~~believe ~~expansive~~that ~~distribution~~we ~~network~~will compete ~~and~~favorably ~~developed~~in ~~relationships;~~our markets, based on the following factors:

•· ~~Innovative~~Breadth ~~products~~and atdiversity ~~competitive~~of ~~price~~high-quality ~~points~~LED product offerings;

•· ~~UL/CUL,~~Our ~~DLC~~expansive ~~and~~distribution ~~Energy~~network ~~Star~~and ~~certifications~~developed relationships;

•· ~~Ability~~Innovative toproducts ~~offer~~at ~~multiple~~competitive ~~levels~~price ~~of products~~points;

•· ~~Value-engineered~~UL/CUL, ~~products~~DLC ~~producing~~and aEnergy ~~fast~~Star ~~ROI~~certifications; ~~and~~

•· ~~Responsiveness~~Ability to ~~customers~~offer multiple levels of products;

~~Table~~· ofValue-engineered ~~Contents~~products 9producing a fast ROI; and

We· ~~expect~~Responsiveness ~~our markets~~ to remain competitive and to reflect rapid technological evolution and continuously evolving customer and regulatory requirements. Our ability to remain competitive depends in part upon our success in developing new and advanced LED lighting solutions and introducing these products at competitive prices on a timely basis.customers

~~Intellectual~~Table ~~Property~~Of Contents 6

~~UL/CUL~~We ~~Listings~~expect our markets to remain competitive and to reflect rapid technological evolution and continuously evolving customer and regulatory requirements. Our ability to remain competitive depends in part upon our success in developing new and advanced LED lighting solutions and introducing these products at competitive prices on a timely basis.

WeIntellectual have over 20 UL files, which include UL Listings for over 14,000 products for sale in the United States and Canada. UL is an independent safety testing laboratory. A UL Listing means that UL has tested representative samples of the product and determined that it meets UL’s requirements. These requirements are based primarily on UL’s published and nationally recognized standards for safety in the US and Canada. UL’s testing certifies the design, construction and assembly of the certified products. UL Listings do not expire as long as the product certified is not materially changed. Ownership of a UL Listing may also be transferred between companies. Most commercial customers in the lighting industry will only buy UL listed products.Property

~~Trademarks~~UL/CUL Listings

We have ~~one~~over ~~registered~~20 UL ~~trademark~~files, which include UL Listings for over 14,000 products for sale in the United States and Canada. UL is an independent safety ~~“Energie~~testing laboratory.” A UL Listing means that UL has tested representative samples of the product and determined that it meets UL’s requirements. These requirements are based primarily on UL’s published and nationally recognized standards for safety in the US and Canada. UL’s testing certifies the design, construction and assembly of the certified products. UL Listings do not expire as long as the product certified is not materially changed. Ownership of a UL Listing may also be transferred between companies. Most commercial customers in the lighting industry will only buy UL listed products.

~~Employees~~Trademarks

AsWe ~~of the date of this report we~~ have ~~six (6) full-time employees including our management, consisting of Harold Hansen, our President and Chief Executive Officer, Justin Kerns, our Chief Operating Officer as well as~~ one ~~additional employee, a bookkeeper, in our Colorado location and one person in production management and~~ aregistered ~~product/production engineer~~trademark, ~~who work out of our Michigan location~~“Energie. Richard Cole Dennard, our current Chief Financial Officer, works with us as an independent contractor. We also retain additional part and full time employees on a temporary basis as needed to meet production schedules. Depending upon our backlog, we usually employ between 2 and 14 people on a temporary basis. None of our employees are members of any union. We believe our relationship with our employees is good.”

~~As we continue to expand, we expect to add additional employees in the areas of production, engineering, sales and acquisitions if and when we have the financial resources to do so.~~Employees

~~Government~~As ~~Regulation~~of the date of this report we have five (5) full-time employees including our management, consisting of Harold Hansen, our President and Chief Executive Officer, Justin Kerns, our Chief Operating Officer as well as one additional employee, a bookkeeper, in our Colorado location and one person in production management and a product/production engineer, who work out of our Michigan location. Richard Cole Dennard, our current Chief Financial Officer, works with us as an independent contractor. We also retain additional part and full time employees on a temporary basis as needed to meet production schedules. Depending upon our backlog, we usually employ between 2 and 14 people on a temporary basis. None of our employees are members of any union. We believe our relationship with our employees is good.

WeIf we are ~~not~~able ~~subject~~to obtain the necessary capital to ~~any~~implement ~~extraordinary~~our business plan and expand our operations, we expect to add additional employees in the areas ~~governmental~~of ~~regulations~~production, engineering, sales and acquisitions.

~~ITEM~~Government ~~1A. RISK FACTORS~~Regulation

We are ~~a smaller reporting company and~~ not ~~required~~ subject to ~~include this~~any ~~disclosure~~extraordinary ingovernmental ~~our Annual Report on Form 10-K~~regulations.

ITEM 1B1A. ~~UNRESOLVED~~RISK ~~STAFF COMMENTS~~FACTORS

~~Not~~We ~~applicable~~are a smaller reporting company and not required to include this disclosure in our Annual Report on Form 10-K.

ITEM 21B. ~~PROPERTIES~~UNRESOLVED STAFF COMMENTS

~~Headquarters~~Not ~~– Our principal place of business is located at 4885 Ward Road, Suite 300, Wheat Ridge, Colorado 80033~~applicable. This space consists of approximately 6,000 square feet of executive offices and a conference room. This location is leased pursuant to a seven year term at approximately $4,415 base rent with approximately $2,330 in monthly shared expenses. This facility houses our sales, marketing, customer service, product development and accounting activities and is also used to train agents and provide educational seminars for architects, designers and specifiers within a classroom environment and fixture showroom.

~~Table~~ITEM of2. ~~Contents 10~~PROPERTIES

Headquarters – Our ~~manufacturing,~~principal ~~production,~~place ~~assembly~~of ~~and~~business ~~fulfillment~~ is ~~handled from a 23,000 square foot facility~~ located at ~~200~~5310 E.Ward ~~Garfield~~Road, ~~Avenue~~Suite in106, ~~Zeeland~~Arvada, ~~Michigan~~Colorado 80002. This ~~facility~~space ~~is leased~~consists ~~from~~of ~~Symbiote~~approximately ~~Inc.~~1,550 ~~which~~square ~~became~~feet ~~one~~ of ~~our~~executive ~~shareholders~~offices ~~following~~and ~~the~~a ~~Closing~~conference ~~under the Share Exchange Agreement~~room. This ~~facility holds~~location ~~inventory~~is ~~and~~leased ~~assembles~~pursuant ~~finished~~to ~~goods~~a month-to-month term ~~fulfill~~at ~~customer~~approximately ~~orders.~~$1,500 ~~Production~~base ~~engineering,~~rent. ~~production~~This ~~management~~facility ~~and~~houses ~~production services~~our ~~are~~sales, ~~all~~marketing, ~~accomplished~~customer ~~from~~service, ~~this~~product ~~facility.~~development ~~This~~and ~~facility~~accounting activities and is ~~under~~also aused ~~lease~~to ~~with~~train ~~approximately~~agents 3and ~~years~~provide ~~remaining~~educational atseminars ~~approximately $6~~for architects,~~000~~ ~~base~~designers ~~rent~~and ~~with~~specifiers ~~approximately~~within ~~$2,000~~a classroom inenvironment ~~monthly~~and ~~shared~~fixture ~~expenses~~showroom.

~~ITEM~~Table 3.Of ~~LEGAL~~Contents ~~PROCEEDINGS~~7

InOur ~~July~~manufacturing, ~~2015~~production, ~~Energie~~assembly ~~LLC~~ and ~~Harold~~fulfillment ~~Hansen,~~is ~~our~~handled ~~CEO~~from ~~(collectively,~~a ~~“the defendants”)~~23,000-square ~~were~~foot ~~served~~facility ~~with~~located aat ~~summons~~200 ~~and~~E. ~~complaint~~Garfield ~~wherein~~Avenue ~~Vectra~~in ~~Bank Colorado~~Zeeland, ~~National~~Michigan. ~~Association~~This ~~brought an~~facility ~~action~~is toleased ~~collect~~from ~~monies~~Symbiote Inc. ~~due~~which ~~pursuant~~became toone aof ~~promissory~~our ~~note~~shareholders infollowing the ~~current~~Closing ~~principal~~under ~~balance~~the ofShare ~~$47,000,~~Exchange ~~plus interest, costs, and attorneys’ fees~~Agreement. ~~The~~This ~~action~~facility ~~was~~holds inventory ~~brought~~and inassembles ~~the~~finished ~~District~~goods ~~Court~~to ~~for~~fulfill ~~the~~customer ~~City~~orders. ~~and~~Production ~~County of Denver~~engineering, ~~Colorado~~production ~~(the~~management ~~“Court”).~~and Asproduction ofservices ~~April~~are 4,all ~~2016,~~accomplished ~~the~~from ~~parties to~~ this ~~action~~facility. ~~have~~This ~~entered~~facility ~~into~~is under a ~~settlement~~lease ~~whereby~~with ~~the~~approximately ~~defendants~~one ~~agreed to pay to Vectra~~year ~~Bank~~remaining ~~the~~at ~~sum~~approximately of $596,~~177~~000 onbase orrent ~~before~~with ~~April~~approximately 30$2,000 ~~2016.~~in Inmonthly ~~the~~shared ~~event of a default on this settlement agreement, Vectra Bank may request entry of a judgment against both defendants jointly and severally for any amounts unpaid pursuant to the settlement agreement~~expenses.

ITEM 43. ~~MINE~~LEGAL ~~SAFETY DISCLOSURES~~PROCEEDINGS

~~Not~~In ~~Applicable~~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. 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.

~~Table~~As a result of ~~Contents~~our 11lack of available capital we are unable to pay many of our bills and outstanding promissory notes when they become due. While we have not been threatened specifically with litigation, it is impractical to believe or assume that our creditors will not pursue actions against us to collect balances due. Many of these obligations and agreements contain provisions requiring us to pay costs of collection and attorneys’ fees over and above the principal amounts due, which may increase these outstanding balances.

~~PART~~ITEM II4. MINE SAFETY DISCLOSURES

~~ITEM~~Not 5Applicable. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~Market~~Table ~~Information~~Of Contents 8

~~Trading~~PART ~~of our common stock commenced on the OTCBB in July 2008, under the trading symbol “ALAS.” In January 2014, our trading symbol became “ELED,” which currently trades on the OTCQB.~~II

~~The~~ITEM ~~table below sets forth reported high and low bid prices for the periods indicated~~5. ~~The~~ ~~bid~~MARKET ~~prices~~FOR ~~shown~~REGISTRANT’S ~~reflect~~COMMON ~~quotations between dealers~~EQUITY, ~~without~~RELATED ~~adjustment~~STOCKHOLDER ~~for~~MATTERS ~~markups,~~AND ~~markdowns or~~ISSUER ~~commissions,~~PURCHASES ~~and~~OF ~~may~~EQUITY ~~not represent actual transactions in our common stock.~~SECURITIES

Quarter Ended		High		Low
March 31, 2014	$	0.15	$	0.03
June 30, 2014	$	0.067	$	0.021
September 30, 2014	$	0.038	$	0.017
December 31, 2014	$	0.03	$	0.016
March 31, 2015	$	0.025	$	0.01
June 30, 2015	$	0.011	$	0.006
September 30, 2015	$	0.011	$	0.003
December 31, 2015	$	0.009	$	0.002

Market Information

AsTrading of ~~April~~our 13common stock commenced on the OTCBB in July 2008, ~~2016~~under the ~~closing~~trading ~~bid~~symbol ~~price~~“ALAS.” ofIn January 2014, our ~~common~~trading ~~stock~~symbol became ~~was~~“ELED,” $0which currently trades on the OTCQB.~~0034.~~

~~Trading~~The ~~volume~~table inbelow ~~our~~sets ~~common~~forth ~~stock has~~reported ~~been~~high ~~very~~and ~~limited~~low ~~since~~bid weprices ~~commenced~~for ~~trading~~the periods indicated. AsThe bid aprices ~~result,~~shown ~~the~~reflect ~~trading~~quotations ~~price~~between ofdealers, ~~our~~without ~~common~~adjustment ~~stock~~for ismarkups, ~~subject~~markdowns toor ~~significant~~commissions, ~~fluctuations~~and may not represent actual transactions in our common stock.

The Securities Enforcement and Penny Stock Reform Act of 1990


Quarter Ended	High	Low
March 31, 2015	$ 0.025	$ 0.01
June 30, 2015	$ 0.011	$ 0.006
September 30, 2015	$ 0.011	$ 0.003
December 31, 2015	$ 0.009	$ 0.002

March 31, 2016	$ 0.005	$ 0.002
June 30, 2016	$ 0.007	$ 0.001
September 30, 2016	$ 0.002	$ 0.001
December 31, 2016	$ 0.0015	$ 0.0008

~~The~~As Securities and Exchange Commission (“SEC”) has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of ~~less~~April ~~than $5.00 (other than securities registered on certain national securities exchanges or~~11, ~~quoted~~2017 on the ~~Nasdaq~~closing ~~system,~~bid ~~provided that current~~ price ~~and~~of ~~volume~~our ~~information~~common ~~with~~stock ~~respect~~was ~~to transactions in such securities is provided by the exchange or system)~~$0.02.

AsTrading ofvolume in ~~the date of this Report,~~ our common stock ishas ~~defined~~been asvery ~~a “penny~~limited ~~stock”~~since ~~under~~we ~~the~~commenced ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~trading. As ~~It is anticipated that our common stock will remain~~ a ~~penny~~result, ~~stock for~~ the ~~foreseeable~~trading ~~future.~~price ~~The classification~~ of ~~penny~~our ~~stock makes it more difficult~~common ~~for a broker-dealer to sell the~~ stock ~~into~~is ~~a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be~~ subject to ~~Rules 15g-1~~significant ~~through 15g-10 of the Exchange Act~~fluctuations. ~~Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.~~

The ~~penny stock rules require a broker-dealer, prior to a transaction~~Securities inEnforcement aand ~~penny~~Penny ~~stock~~Stock ~~not~~Reform ~~otherwise~~Act ~~exempt~~of ~~from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:~~1990

•The ~~contains~~Securities aand ~~description~~Exchange Commission of(“SEC”) ~~the~~has ~~nature~~also ~~and~~adopted ~~level~~rules ofthat ~~risk~~regulate broker-dealer practices in ~~the~~connection ~~market~~with ~~for~~transactions in penny stocks. inPenny ~~both~~stocks ~~public~~are ~~offerings~~generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and ~~secondary~~volume ~~trading;~~information with respect to transactions in such securities is provided by the exchange or system).

•As ~~contains~~of the date of this Report, our common stock is defined as a ~~description~~“penny stock” under the Securities Exchange Act of 1934, as amended (the “Exchange ~~broker's~~Act”). orIt ~~dealer's~~is ~~duties~~anticipated tothat our common stock will remain a penny stock for the ~~customer~~foreseeable ~~and~~future. The classification of ~~the~~penny ~~rights~~stock ~~and~~makes ~~remedies~~it ~~available~~more difficult for a broker-dealer to sell the ~~customer~~stock ~~with~~into ~~respect~~a tosecondary market, which makes it more difficult for a ~~violation~~purchaser to ~~such~~liquidate ~~duties~~his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or ~~other~~her ~~requirements~~shares in us will be subject to Rules 15g-1 through 15g-10 of the ~~Securities~~Exchange Act. ofRather ~~1934~~than creating a need to comply with those rules, assome ~~amended;~~broker-dealers will refuse to attempt to sell penny stock.

•The ~~contains~~penny stock rules require a ~~brief~~broker-dealer, ~~clear,~~prior ~~narrative~~to ~~description~~a oftransaction in a ~~dealer~~penny ~~market,~~stock ~~including~~not ~~“bid”~~otherwise ~~and~~exempt ~~“ask”~~from ~~prices~~those ~~for~~rules, ~~penny~~to ~~stocks~~deliver ~~and~~a ~~the~~standardized risk ~~significance~~disclosure ofdocument ~~the~~prepared ~~spread~~by ~~between~~ the ~~bid~~SEC, ~~and ask price;~~which:

Table ofOf Contents 129

•· contains a ~~toll-free~~description ~~telephone~~of ~~number~~the nature and level of risk in the market for ~~inquiries~~penny onstocks ~~disciplinary~~in ~~actions~~both public offerings and secondary trading;

•· ~~defines~~contains ~~significant~~a ~~terms~~description inof the ~~disclosure~~broker's ~~document~~or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or inother requirements of the ~~conduct~~Securities Act of ~~trading~~1934, ~~penny~~as ~~stocks~~amended; ~~and~~

•· contains ~~such~~a ~~other~~brief, ~~information~~clear, ~~and~~narrative isdescription inof ~~such~~a ~~form~~dealer ~~(including language~~market, ~~type,~~including ~~size~~“bid” and ~~format)~~“ask” asprices ~~the~~for ~~Securities~~penny stocks and ~~Exchange~~the ~~Commission~~significance ~~shall~~of ~~require~~the byspread ~~rule~~between orthe ~~regulation~~bid and ask price;

~~The~~· ~~broker-dealer~~contains ~~also~~a ~~must~~toll-free ~~provide,~~telephone ~~prior~~number tofor ~~effecting~~inquiries ~~any~~on ~~transaction in~~disciplinary ~~a penny stock, to the customer:~~actions;

•· ~~the~~defines ~~bid~~significant ~~and~~terms ~~offer~~in ~~quotations~~the ~~for~~disclosure document or in the conduct of trading penny ~~stock~~stocks; and

•· ~~the~~convtains ~~compensation~~such ofother information and is in such form (including language, type, size and format) as the ~~broker-dealer~~Securities and ~~its~~Exchange ~~salesperson~~Commission inshall ~~the~~require ~~transaction~~by rule or regulation;

•The ~~the~~broker-dealer ~~number~~also must ofprovide, ~~shares~~prior to ~~which~~effecting ~~such~~any ~~bid~~transaction ~~and~~in ~~ask~~a ~~prices~~penny ~~apply~~stock, ~~or other comparable information relating~~ to the ~~depth and liquidity of the market for such stock; and~~customer:

•the bid ~~monthly~~and ~~account~~offer ~~statements~~quotations ~~showing~~for the ~~market value of each~~ penny stock ~~held in the customer's account.~~;
~~In addition,~~ the ~~penny stock rules require that prior to a transaction~~ incompensation aof ~~penny stock not otherwise exempt from those rules;~~ the broker-dealer ~~must make a special written determination that the penny stock is a suitable investment for the purchaser~~ and ~~receive~~its ~~the~~salesperson purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the ~~secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.~~transaction;
~~Holders~~the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
~~We had 264 holders of record of our~~monthly ~~common~~account ~~stock~~statements asshowing of the ~~date~~market value of ~~this~~each ~~Report,~~penny ~~not~~stock ~~including~~held ~~those persons who hold their shares~~ in ~~“street~~the ~~name~~customer's account.”

~~Stock~~In ~~Transfer~~addition, the penny ~~Agent~~stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

The stock transfer agent for our securities is Pacific Stock Transfer, Inc. Their address is 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119. Their phone numbers are (702) 361-3033 and (800) 785-PSTC.Holders

~~Dividends~~We had approximately 264 holders of record of our common stock as of the date of this Report, not including those persons who hold their shares in “street name.”

WeStock ~~have not paid any dividends since our incorporation and do not~~Transfer anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop and market our products. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.Agent

~~Reports~~The stock transfer agent for our securities is Pacific Stock Transfer, Inc. Their address is 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119. Their phone numbers are (702) 361-3033 and (800) 785-PSTC.

We are subject to certain reporting requirements and furnish annual financial reports to our stockholders, certified by our independent accountants, and furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov and on our website, www.exeledholdings.com.Dividends

~~ITEM~~We 6have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. ~~SELECTED~~At ~~FINANCIAL~~present, ~~DATA~~our policy is to retain earnings, if any, to develop and market our products. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

~~Not required for a smaller reporting company.~~Reports

~~Table~~We ofare ~~Contents~~subject 13to certain reporting requirements and furnish annual financial reports to our stockholders, certified by our independent accountants, and furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov and on our website, www.exeledholdings.com.

ITEM 76. ~~MANAGEMENT’S~~SELECTED ~~DISCUSSION AND ANALYSIS OF~~ FINANCIAL ~~CONDITION AND RESULTS OF OPERATIONS~~DATA

~~The~~Not ~~following~~required ~~discussion should be read in conjunction with~~for ~~our~~a ~~consolidated~~smaller ~~financial~~reporting ~~statements and notes thereto included in Item 8~~company. We caution readers regarding certain forward looking statements in the following discussion and elsewhere in this Annual Report on Form 10-K and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission (the “SEC”). 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.

~~Overview~~Table Of Contents 10

~~ExeLED~~ITEM ~~Holdings is focused on growing and acquiring specialized LED lighting companies for the architecture and interior design markets for both commercial and residential interiors~~7. ~~The~~MANAGEMENT’S ~~lighting products~~DISCUSSION ~~will~~AND ~~include~~ANALYSIS ~~both~~OF ~~conventional~~FINANCIAL ~~fixtures~~CONDITION ~~and~~AND ~~advanced~~RESULTS ~~solid-state~~OF 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. The management team and advisory board is comprised of experienced executives in the lighting industry with recent specific focus on the LED lighting industry. The team has over 300 years of combined experience in this industry.OPERATIONS

~~Energie~~The isfollowing ~~engaged~~discussion should be read in ~~the~~conjunction ~~import~~with our consolidated financial statements and ~~sale~~notes ofthereto ~~specialized~~included ~~interior~~in Item 8. We caution readers ~~lighting~~regarding ~~solutions~~certain toforward looking statements in the ~~architecture~~following discussion and ~~interior~~elsewhere ~~design~~in ~~markets~~this Annual Report on Form 10-K and in ~~North~~any ~~America~~other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission (the “SEC”). ~~Energie~~Forward ~~commenced~~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 ~~2001~~any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

~~General~~Overview ~~Trends and Outlook~~

InWe ~~2015,~~are ~~our~~focused ~~focus~~on ~~was~~growing and onacquiring ~~securing~~specialized ~~funding~~LED inlighting ~~order~~companies tofor ~~implement our~~the ~~business~~architecture ~~plan~~and tointerior ~~grow~~design ~~through~~markets ~~acquisition~~for both commercial and residential interiors. ~~Accordingly,~~The ~~working~~lighting ~~capital~~products ~~was~~will atinclude aboth ~~premium~~conventional ~~for~~fixtures ~~us,~~and ~~which~~advanced ~~limited~~solid-state ~~our~~technology ~~ability~~that can integrate towith ~~maximize~~digital ~~our~~controls ~~revenue~~and day-~~generating~~lighting ~~activities~~to ~~with~~create ~~Energie.~~energy Inefficiencies ~~2014,~~and wea ~~committed~~better ~~resources~~visual toenvironment. ~~completing~~Our ~~the~~objective ~~Share~~is ~~Exchange~~to ~~Agreement~~grow, innovate, and ~~Merger~~fully ~~Agreement~~capture inthe ~~order~~rapidly togrowing ~~become~~lighting amarket ~~publicly~~opportunities ~~traded~~associated ~~company~~with solid state lighting. ~~These~~The ~~efforts~~management team ~~also~~and ~~took~~advisory ~~significant~~board ~~working~~is ~~capital,~~comprised ~~and~~of experienced executives in the ~~lack~~ oflighting ~~available~~industry ~~funds~~with ~~again~~recent ~~limited~~specific focus on the ~~profitability~~LED lighting industry. The team has over 300 years of ~~Energie~~combined experience in this industry.

~~Going~~We ~~Concern~~are engaged in the import and sale of specialized interior lighting solutions to the architecture and interior design markets in North America. Energie commenced business in 2001.

AsGeneral ~~shown in the accompanying consolidated financial statements,~~Trends ~~we had an equity deficit of $10,048,952~~ and a working capital deficit of $8,569,652 as of December 31, 2015, and have reported net losses of $2,995,626 and $3,713,292, respectively, for the years ended December 31, 2015 and 2014. These factors raise substantial doubt regarding our ability to continue as a going concern. Outlook

~~Our~~In ~~ability~~2016 toand ~~continue~~in as2015, aour focus ~~going~~was ~~concern~~on issecuring ~~dependent~~funding onin ~~our ability~~order to ~~further~~ implement our business plan, ~~attract additional capital and, ultimately, upon our ability~~ to ~~develop~~grow ~~future profitable operations. We intend to fund our business development, acquisition endeavors and operations~~ through ~~equity and debt financing arrangements~~acquisition. ~~However~~Accordingly, ~~there~~working ~~can be no assurance that these arrangements will be sufficient to fund our ongoing~~ capital ~~expenditures,~~was ~~working capital, and other cash requirements. The outcome of these matters cannot be predicted~~ at ~~this~~a ~~time.~~premium ~~These matters~~for ~~raise~~us, ~~substantial~~which ~~doubt~~limited ~~about~~ our ability to ~~continue~~maximize asour arevenue-generating ~~going~~activities ~~concern.~~with ~~The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern~~Energie. ~~Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding.~~

~~Table~~Going ~~of Contents 14~~Concern

~~Results~~As Ofshown ~~Operations~~in the accompanying consolidated financial statements, we had an equity deficit of $13,300,927 and a working capital deficit of $13,087,377 as of December 31, 2016, and have reported net losses of $3,455,227 and $2,995,626, respectively, for the years ended December 31, 2016 and 2015. These factors raise substantial doubt regarding our ability to continue as a going concern.

~~The~~Our ~~following~~ability ~~selected~~to ~~comparative~~continue as ~~financial~~a ~~information~~going ~~for~~concern ~~the~~is dependent on our ability to further implement our business plan, attract additional capital and, ultimately, ~~years~~upon ~~ended~~our ~~December~~ability 31to develop future profitable operations. We intend to fund our business development, ~~2015~~acquisition endeavors and operations ~~2014~~through ~~have~~equity ~~been~~and ~~derived~~debt ~~from~~financing arrangements. However, there can be no assurance that these arrangements will be sufficient to fund our ongoing capital expenditures, working capital, and ~~should~~other cash requirements. The outcome of these matters cannot be ~~read~~predicted inat ~~conjunction~~this ~~with~~time. These matters raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements ~~for~~do ~~the~~not ~~years~~include ~~ended~~any ~~December~~adjustments 31that might be necessary if we are unable to continue as a going concern. Additionally, ~~2015~~current economic conditions in the United States and ~~2014~~globally ~~included~~create insignificant ~~this~~challenges ~~report~~attaining sufficient funding.

~~Comparison of~~ Results ofOf Operations ~~for the Years Ended December 31, 2015 and 2014~~

	Year ended December 31,
	2014			2015			Change			%
Sales revenue	$	756,385		$	543,036		$	(213,349	)		(28	)%
Cost of revenue		(407,680	)		(328,971	)		78,709			(19	)%
Gross profit		348,705			214,065			(134,640	)		(39	)%
Total operating expenses		3,288,093			1,834,549			(1,453,544	)		(44	)%
Interest expense		(760,849	)		(1,273,255	)		(512,406	)		67	%
Other income (expense)		(13,055	)		(101,887	)		(88,832	)		680	%
Net loss	$	3,713,292		$	2,995,626		$	717,666			(19	)%

The following selected comparative financial information for the years ended December 31, 2016 and 2015 have been derived from and should be read in conjunction with our consolidated financial statements for the years ended December 31, 2016 and 2015 included in this report.

~~Sales~~Table ~~revenue~~Of ~~decreased~~Contents by $213,349 during the year ended December 31, 2015 compared to 2014 due to an overall lack of funding necessary for development and product launch costs. Cost of revenue decreased proportionally to the decrease in revenues.11

~~Operating~~Comparison ~~expenses~~of Results of Operations for the Years Ended December 31, 2016 and 2015

	Year ended December 31,
	2014			2015			Change			%
	2015			2016			Change			%
Research and development	$	235,172		$	255,745		$	20,582			9	%
Sales revenue	$	543,036		$	439,278		$	(103,758	)		(19	)%
Sales and marketing		295,643			109,594			(186,049	)		(63	)%
Cost of revenue		(328,971	)		(216,949	)		112,022			(34	)%
General and administrative		1,779,878			1,469,201			(310,677	)		(17	)%
Gross profit		214,065			222,329			8,264			4	%
Impairment		977,400			—			(977,400	)		(100	)%
Total operating expenses		1,834,549			1,515,792			(318,757	)		(17	)%
	$	3,288,093			1,834,549		$	(1,453,544	)		(44	)%
Interest expense		(1,273,255	)		(1,872,684	)		(599,429	)		47	%
Other income (expense)		(101,887	)		(289,080	)		(187,193	)		184	%
Net loss	$	2,995,626		$	3,455,227		$	(459,601	)		15	%

~~The~~Sales ~~decrease~~revenue indecreased by ~~operating~~$103,758 ~~expenses~~during ~~was driven by~~ the ~~lack of~~year ~~impairment~~ended ~~costs~~December in31, ~~2015~~2016, ascompared ~~well as decreases in costs as we tried~~ to ~~control~~2015 ~~spending~~ due to aan ~~limitation~~overall lack of funding. Wenecessary ~~also~~for development ~~incurred~~and ~~fewer~~product ~~professional~~launch ~~fees~~costs. ~~during~~Cost ~~the~~of ~~year~~revenue ~~ended~~decreased ~~December~~proportionally ~~31,~~more ~~2015~~than ~~compared~~the todecrease ~~2014~~in asrevenues ~~the~~due ~~fees related~~ to ~~the~~an ~~Merger~~overall ~~and~~effort ~~Share~~to ~~Exchange~~keep ~~were~~ all ~~incurred~~costs ~~prior~~as tolow ~~2015~~as possible.

~~During~~Operating ~~the year ended December 31, 2015, interest expense increased by $512,406. This increase is due to additional debt of approximately $1,585,000.~~expenses

Other income (expense) consists primarily of other expenses related to conversion of debt.

	Year ended December 31,
	2015		2016		Change			%
Research and development	$	255,745	$	249,687	$	(6,067	)		(2	)%
Sales and marketing		109,594		68,130		(41,464	)		(38	)%
General and administrative		1,469,201		1,197,975		(271,226	)		(18	)%
	$	1,834,549		1,515,792	$	(318,757	)		(17	)%

~~Table~~The decrease in operating expenses was driven by overall decreases in costs as we tried to control spending due to a lack of ~~Contents~~operating 15capital.

~~Liquidity~~During ~~and~~the ~~Capital~~year ended ~~Resources~~December 31, 2016, interest expense increased by approximately $600,000. This increase is due to additional debt of approximately $2,100,000.

~~Capital~~Other ~~Resources~~income (expense) consists primarily of other expenses related to conversion of debt.

WeLiquidity ~~have not generated positive cash flows from operations. Accordingly, our sources of liquidity may include potential debt~~ and~~/or~~ ~~equity~~Capital offerings. We believe that our principal difficulty in our inability to successfully generate positive cash flows has been the lack of available working 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 a) development and launching of new products; b) funding the business development efforts to identify, qualify and acquire other LED lighting companies; and c) the balance for working capital, and general and administrative expense. While we are in discussions with various potential financing groups, 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.Resources

ToCapital fund our acquisition plan and fund working capital for our continuing operations we are continuing 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.Resources

InWe ~~the~~have ~~second~~not ~~half~~generated ofpositive ~~2014,~~cash weflows ~~entered~~from ~~into~~operations ~~four~~in ~~Securities~~any ~~Purchase~~year since ~~Agreements~~our ~~with~~inception. ~~KBM Worldwide~~Accordingly, ~~Inc.,~~our ~~(“KBM”)~~sources ~~wherein~~of weliquidity ~~agreed~~may toinclude ~~issue~~potential 8%debt ~~convertible~~and/or ~~promissory~~equity ~~notes~~offerings. inWe ~~the~~believe ~~aggregate~~that our principal ~~amount~~difficulty ofin ~~$182,500.~~our ~~The~~inability ~~notes~~to ~~could~~successfully begenerate ~~converted~~positive ~~into~~cash ~~shares~~flows ofhas ~~our~~been ~~common~~the ~~stock~~lack atof ~~any~~available working ~~time~~capital ~~beginning~~to ~~180~~operate ~~days~~and ~~from the~~expand ~~date~~our ofbusiness. ~~the~~We ~~notes~~believe Energie atwill need a ~~price~~minimum ~~equal to 61%~~ of ~~the~~approximately ~~average~~$2,000,000 ~~closing~~in additional ~~bid~~working ~~price~~capital ofto ~~our~~be ~~common~~utilized ~~stock~~for ~~during~~a) ~~the~~development 10and ~~trading~~launching ~~days immediately~~of ~~preceding~~new ~~the~~products; ~~date~~b) offunding ~~conversion. In~~ the ~~event~~business development weefforts ~~failed~~ to ~~pay~~identify, ~~the~~qualify ~~notes~~and ~~when~~acquire ~~they~~other ~~became~~LED ~~due,~~lighting ~~the~~companies; ~~balance~~and ~~due~~c) ~~under~~ the ~~notes~~balance ~~incur~~for ~~interest~~working atcapital, and ~~the~~general ~~rate~~and ofadministrative ~~22% per annum~~expense. ~~The~~While ~~notes~~we ~~contained~~are ~~additional~~in ~~terms~~discussions ~~and~~with ~~conditions~~various ~~normally~~potential ~~included~~financing ~~in instruments~~groups, ofother ~~this~~than ~~kind~~as disclosed below, ~~including~~we ahave ~~right~~no ofother ~~first~~commitments ~~refusal~~from ~~wherein~~any weinvestor ~~granted~~or ~~KBM~~investment-banking ~~the~~firm ~~right~~ to ~~match~~provide ~~the~~us ~~terms~~with ofthe ~~any future~~necessary ~~financing~~funding inand ~~which~~there wecan ~~engage~~be onno ~~the~~assurances ~~same~~we ~~terms~~will ~~and~~obtain ~~contemplated~~such funding in ~~such~~the future ~~financing~~. ~~During~~Failure ~~the~~to ~~year~~obtain ~~ended~~this ~~December~~additional ~~31, 2015,~~financing ~~KBM~~will ~~converted~~have ~~$60,395~~a ofmaterial ~~principal~~negative ~~and~~impact ~~$2,120~~on ofour ~~accrued~~ability ~~interest~~to ~~into~~generate ~~18,620,609~~profits ~~shares~~in ~~of common stock. During~~ the ~~third~~future ~~quarter of 2015, KBM sold the outstanding principal~~ and ~~interest~~continue ~~remaining on the notes to LG Capital Funding LLC~~operations.

InTable ~~December~~Of ~~2014,~~Contents we entered into a Securities Purchase Agreement, Convertible Note and other ancillary documents with LG Capital Funding LLC, (“LG”) wherein we agreed to issue an 8% convertible promissory note in the principal amount of $35,000. The note was convertible into shares of our common stock at a price equal to 65% of the lowest closing bid price of our common stock during the 15 trading days immediately preceding the date of conversion. The note contained additional terms and conditions normally included in instruments of this kind. During the year ended December 31, 2015, LG converted all $35,000 of principal and $1,792 of accrued interest into 16,147,503 shares of common stock. In addition, in August 2015, LG purchased from KBM all of our outstanding convertible notes and accrued interest payable to 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 agreed to issue 8% convertible promissory notes in the principal amount of $188,684. These 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 year ended December 31, 2015, LG converted $34,247 of principal and $600 of accrued interest into 21,179,939 shares of common stock.12

OnTo ~~July~~fund ~~16,~~our ~~2014~~acquisition plan ~~we entered into an Investment Agreement~~ and ~~Registration Rights~~fund ~~Agreement~~working ~~with~~capital ~~Dutchess~~for ~~Opportunity~~our ~~Fund,~~continuing ~~II,~~operations LPwe ~~(“Dutchess”).~~will ~~Pursuant~~require toand ~~the~~are ~~Investment~~continuing ~~Agreement, Dutchess committed~~ to ~~purchase,~~seek ~~subject~~out ~~to certain restrictions~~ and ~~conditions,~~discuss ~~up to $5 million of our common stock upon issuance~~financing bywith uspotential ofpartners aor ~~put~~lenders. toThese ~~Dutchess~~efforts athave abeen ~~price~~unsuccessful ~~equal~~thus tofar ~~ninety-four~~and ~~percent~~there ~~(94%)~~are ofno ~~the~~assurances ~~lowest~~that ~~daily~~they ~~VWAP~~will ~~(volume weighted average price)~~be ofsuccessful ~~our~~in ~~common stock during~~ the ~~five~~future. ~~(5)~~Failure ~~consecutive~~to ~~Trading~~obtain ~~Days~~the ~~beginning~~financing onnecessary ~~the~~will ~~Put~~have ~~Notice~~a ~~Date~~significant ~~and~~negative ~~ending~~impact on ~~and~~our ~~including~~Company and ~~the~~our ~~date~~ability ~~that~~to isremain ~~four~~in ~~(4) Trading Days after such Put Notice Date~~business. ~~The~~We ~~Put~~have ~~Amount~~identified ~~shall~~multiple bepotential ~~equal~~funding tosources upand tohave ~~either~~diligently 1)pursued ~~two hundred~~receiving ~~percent~~financing ~~(200%)~~from ofthese ~~the~~sources ~~average~~for ~~daily~~varying ~~volume~~lengths ~~(U.S. market only)~~ of ~~the~~time. ~~common~~Management ~~stock~~believes ~~for~~that ~~the~~these ~~three~~efforts ~~(3)~~will ~~Trading~~be ~~Days~~coming ~~prior~~ to ~~the~~a conclusion ~~applicable~~in ~~Put Notice Date, multiplied by~~ the ~~average~~near offuture ~~the~~and ~~three~~will ~~(3)~~either ~~daily~~result ~~closing~~in ~~prices~~significant ~~immediately~~funding ~~preceding~~for ~~the~~us ~~Put Date~~ or 2)in ~~one~~no ~~hundred~~funding ~~thousand~~at ~~dollars ($100,000)~~all. ~~The~~There ~~obligation~~are ofno ~~Dutchess~~assurances ~~to purchase our shares is contingent upon our filing~~that ofthese apursuits ~~registration~~will ~~statement~~be ~~registering~~successful ~~the shares of our common stock with the US Securities~~ and ~~Exchange Commission and such registration statement being declared effective~~, asif ~~well~~none asof ~~our~~them ~~common~~are ~~stock continuing to be listed for trading~~successful, ~~among~~we ~~other things.~~will Wenot ~~filed~~have ~~such a registration statement with~~ the ~~SEC~~financial onresources ~~October~~to 6,continue ~~2014~~ operations and itmay ~~became~~require ~~effective~~relief onfrom ~~November~~bankruptcy ~~7, 2014~~court.

~~Table~~In August 2015, LG Capital Funding LLC, (“LG”) purchased from another debtholder all of ~~Contents~~our 16outstanding convertible notes and accrued interest payable outstanding on those convertible notes. The outstanding amount due on those convertible notes was restructured into two new convertible notes under a Securities Purchase Agreement, Convertible Notes and other ancillary documents. Under these agreements, we agreed to issue 8% convertible promissory notes in the principal amount of $188,684. These 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 year ended December 31, 2015, LG converted $34,247 of principal and $600 of accrued interest into 21,179,939 shares of common stock. During the year ended December 31, 2016, LG converted $82,800 of principal and $5,661 of accrued interest into 135,532,715 shares of common stock. Subsequent to December 31, 2016, we paid off the remaining $12,700 of principal on one of the notes leaving one note outstanding as of the date of this report.

Working Capital

Working capital is the amount by which current assets exceed current liabilities. At December 31, ~~2015~~2016, we had current assets, primarily cash, prepaid ~~accounts~~expenses ~~receivable~~ and inventory, of $~~269~~210,~~448~~970, and ~~current~~ current liabilities of $813,~~839~~298,~~100~~347, resulting in negative working capital of $813,~~569~~087,~~652~~377. The increase in negative working capital is due to the increase in debt of approximately $12,~~585~~100,000 and a resulting increase in accrued liabilities of approximately $~~500~~780,000 associated with an increase in interest expense.

Cash Flows

At December 31, ~~2015~~ 2016, we had cash and cash equivalents of $175,~~987~~454.

Our cash flows from operating, investing and financing activities were as follows:

	Year ended December 31,
	2015			2014
	2016			2015
Net cash used in operating activities	$	(~~913~~1,~~061~~260,777	)	$	(~~487~~913,~~327~~061	)
Net cash used in investing activities		—			(33,026	)
Net cash provided by financing activities		1,248,244			887,169
Net cash provided by financing activities		887,169			526,358

~~Net~~Table ~~cash~~Of ~~used~~Contents in operating activities increased in 2015 by $425,734 compared to 2014. 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

~~There~~Net ~~were no~~ cash ~~flows~~used ~~from~~in ~~investing~~ operating activities ~~during~~increased ~~the~~in ~~year ended~~2016 ~~December~~by 31$347,716 compared to 2015. We Inrelied ~~2014~~heavily on increased debt, ~~all~~accounts ~~cash~~payable, ~~flows~~and accrued ~~used~~liabilities to keep our operations running. We anticipate that overhead costs in ~~investing~~current ~~activities~~operations ~~were~~will ~~used~~increase toin ~~acquire~~the future ~~long-lived~~if ~~assets~~we are successful in raising the capital described herein as a result of our anticipated increased marketing and operating activities.

During ~~2015~~2016, we relied on additional borrowings under both new and existing debt agreements. In ~~2015~~2016, net cash flows provided by financing activities were composed of $1,~~421~~723,~~326~~411 of additional borrowings and $~~534~~475,~~157~~167 of debt pay down. In ~~2014~~2015, we borrowed $~~758~~1,~~719~~421,326 of additional debt and paid down $~~232~~534,~~361~~157 of debt.

We believe that our principal difficulty in our inability to successfully generate profits 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 development and launching of new products for Energie. In addition, aswe ~~well~~believe aswe need approximately $10,000,000 to pay off a significant portion of our debt and to begin funding the business development efforts to identify, qualify and acquire other LED lighting companies, with the balance for working capital and general and administrative expense. As of the date of this report, other than as disclosed below, we have no other commitment 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.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the year ended December 31, ~~2015~~2016.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, ~~2015~~2016 and ~~2014~~2015.

~~Table~~Critical ofAccounting ~~Contents~~Policies 17and Estimates

~~Critical~~The ~~Accounting~~discussion ~~Policies~~and analysis of our financial condition and ~~Estimates~~results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~The~~We ~~discussion~~define ~~and~~critical ~~analysis~~accounting policies ofas ~~our~~those ~~financial~~that ~~condition~~are ~~and~~reflective ~~results~~ of ~~operations~~significant ~~are~~judgments ~~based~~and ~~upon~~uncertainties ~~our~~and ~~financial statements,~~ which ~~have~~may ~~been~~potentially ~~prepared~~result in ~~accordance~~materially different ~~with~~results ~~accounting~~under ~~principles~~different ~~generally accepted~~assumptions inand ~~the United States~~conditions. ~~The~~ In ~~preparation~~applying of these ~~financial~~critical ~~statements~~accounting ~~requires~~policies, usour tomanagement uses ~~make~~its ~~estimates~~judgment ~~and~~to ~~judgments that~~determine ~~affect~~ the ~~amounts~~appropriate ofassumptions ~~assets,~~to ~~liabilities,~~be ~~revenues~~used ~~and~~in ~~expenses,~~making ~~and~~certain ~~related disclosure of contingent assets and liabilities~~estimates. On These ~~an on-going basis, we evaluate our~~ estimates ~~based on historical experience and on various other assumptions that~~ are ~~believed~~subject to bean ~~reasonable~~inherent ~~under~~degree ~~the circumstances, the results~~ of ~~which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~uncertainty. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~Recently~~Table ~~Issued~~Of ~~Accounting~~Contents ~~Pronouncements~~14

InPurchase ~~May~~Accounting ~~2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards~~ for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. The original effective date for ASU 2014-09 would have required adoption beginning in the first quarter of 2018. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for one year and permits early adoption as early as the original effective date of ASU 2014-09. Accordingly, the standard may be adopted in either the first quarter of 2018 or 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. We are currently evaluating the impact of these standards on our consolidated financial statements.Acquisitions

InAcquisition ~~February~~of ~~2015,~~a ~~the~~business requires ~~FASB~~companies ~~issued~~to ~~ASU~~record ~~No.~~assets ~~2015-02~~acquired ~~(ASU~~and ~~2015-02), Consolidation (Topic~~liabilities ~~810)~~assumed –at ~~Amendments~~their torespective fair market values at the ~~Consolidation~~date ~~Analysis~~of acquisition. Any ~~ASU~~amount ~~2015-02~~of ~~focuses~~the onpurchase price paid that is in excess of the ~~consolidation~~estimated ~~evaluation~~fair ~~for~~value ~~reporting~~of the net assets acquired is recorded ~~organizations~~as ~~(public~~goodwill. We ~~and~~determine ~~private~~fair ~~companies~~value using widely accepted valuation techniques, primarily discounted cash flows and ~~not-for-profit~~market multiple ~~organizations)~~analyses. These ~~that~~types ~~are~~of ~~required~~analyses require us to ~~evaluate~~make ~~whether~~assumptions ~~they~~and ~~should~~estimates regarding industry and economic ~~consolidate~~factors, ~~certain~~the ~~legal~~profitability ~~entities~~of future business strategies, discount rates and cash flow. If Weactual doresults are not ~~expect~~consistent with ~~the~~our ~~impact~~assumptions ofand ~~the~~estimates, ~~adoption~~or ofour ~~ASU~~assumptions ~~2015-02~~and estimates change due to new information, we may be ~~material~~exposed to ~~our~~an ~~consolidated~~impairment ~~financial~~charge ~~statements~~in the future.

InImpairment ~~April 2015, the FASB issued ASU No. 2015-03 (ASU 2015-03), Interest-Imputation~~ of ~~Interest (Subtopic 835~~Long-~~30),~~lived Simplifying the Presentation of Debt Issuance Costs. This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This ASU will be effective for our financial statements beginning with the quarter ending March 31, 2016. In August 2015, the FASB issued ASU No. 2015-15 (ASU 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 amends subtopic 835-30 to include the SEC Staff Announcement at the June, 18 2015 EITF meeting regarding the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. We are currently evaluating the impact of these standards on our consolidated financial statements.Assets

InWe ~~July~~periodically ~~2015,~~evaluate whether the ~~FASB~~carrying ~~issued~~value ~~ASU~~of ~~No. 2015~~long-11lived ~~(ASU~~assets ~~2015-11), Inventory (Topic~~has ~~330):~~been ~~Simplifying~~impaired ~~the~~when ~~Measurement~~circumstances ofindicate ~~Inventory. ASU 2015-11 more closely aligns~~ the ~~measurement~~carrying value of ~~inventory~~those inassets ~~GAAP~~may ~~with~~not ~~the~~be ~~measurement~~recoverable. The ofcarrying ~~inventory~~amount inis ~~International~~not ~~Financial~~recoverable ~~Reporting~~if ~~Standards~~it ~~(IFRS).~~exceeds Asthe ~~such,~~sum anof ~~entity~~the ~~should~~undiscounted ~~measure inventory~~cash ~~that~~flows isexpected to ~~within~~result from the ~~scope~~use ofand ~~this~~eventual ~~ASU~~disposition atof the ~~lower~~asset. If ofthe ~~cost~~carrying ~~and net realizable~~ value. Weis do not ~~expect~~recoverable, the ~~impact~~impairment ~~of the~~loss ~~adoption~~is ofmeasured ~~ASU~~as ~~2015-11~~the toexcess beof ~~material~~the toasset’s ~~our~~carrying ~~consolidated~~value ~~financial~~over ~~statements~~its fair value.

InOur ~~September~~impairment ~~2015,~~analyses require ~~the~~management ~~FASB~~to ~~issued~~apply ~~ASU~~judgment ~~No.~~in ~~2015-16~~estimating ~~(ASU~~future ~~2015-16), Business Combinations~~cash ~~(Topic~~flows ~~805):~~as ~~Simplifying~~well ~~the~~as ~~Accounting~~asset ~~for~~fair ~~Measurement-Period~~values, ~~Adjustments.~~including ~~ASU~~forecasting ~~2015-16~~useful lives ~~requires~~of anthe ~~acquirer to~~assets, ~~“recognize~~assessing ~~adjustments~~the toprobability ~~provisional~~of ~~amounts~~different ~~that~~outcomes, ~~are~~and ~~identified~~selecting ~~during~~ the ~~measurement~~discount ~~period~~rate inthat reflects the ~~reporting~~risk ~~period~~inherent in ~~which~~future cash flows. If the ~~adjustment~~carrying ~~amounts~~value ~~are~~is ~~determined.”~~not ~~Further~~recoverable, ~~the~~we ~~acquirer~~assess ~~must~~the ~~record,~~fair invalue ~~the~~of ~~financial~~long-lived ~~statements~~assets ~~for~~using ~~the same~~commonly ~~period~~accepted techniques, ~~“the~~and ~~effect~~may onuse ~~earnings~~more ofthan ~~changes~~one ~~in depreciation~~method, ~~amortization~~including, orbut ~~other~~not ~~income~~limited ~~effects~~to, ifrecent ~~any,~~third asparty acomparable ~~result of~~sales ~~the~~and ~~change~~discounted cash toflow ~~the~~models. If ~~provisional~~actual ~~amounts,~~results ~~calculated~~are asnot ifconsistent ~~the~~with ~~accounting~~our ~~had~~assumptions ~~been~~and ~~completed~~estimates, ator ~~the~~our ~~acquisition~~assumptions ~~date.”~~and Weestimates dochange ~~not~~due ~~expect~~to ~~the~~new ~~impact~~information, ofwe ~~the~~may ~~adoption~~be ofexposed ~~ASU 2015-16~~ to bean ~~material~~impairment tocharge ~~our~~in ~~consolidated~~the ~~financial statements~~future.

Table ofOf Contents 1815

InContingent November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740). The guidance in this new standard eliminated the current requirement to present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet and now requires entities to classify all deferred tax assets and deferred tax liabilities as noncurrent. Public companies are required to apply the guidance beginning with the quarter ending March 31, 2017. We do not believe this ASU will have a material impact on our financial statements.Liabilities

~~Other~~We ~~recent~~accrue ~~accounting~~a ~~pronouncements~~loss ~~issued~~for bycontingencies if ~~the~~it ~~FASB~~is probable that an asset has been impaired or a liability has been incurred, and when the amount of loss can be reasonably ~~SEC~~estimable. ~~did~~When ~~not,~~no accrual is made because one or ~~management~~both ~~believes~~of ~~will~~these conditions does not exist, ~~have~~we disclose the contingency if there is at least a ~~material~~reasonable ~~impact~~possibility that a loss may be incurred. We estimate contingent liabilities based on ~~our~~the ~~present~~best orinformation we ~~future~~have ~~consolidated~~available ~~financial~~at ~~statements~~the time. If we have a range of possible outcomes, we accrue the low end of the range.

~~ITEM~~Debt ~~7A.~~with ~~QUANTITATIVE~~Equity-linked ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Features

~~Not~~We ~~required~~issue ~~for~~debt athat ~~smaller~~may have ~~reporting~~separate ~~company~~conversion features or no equity-linked attributes.

~~Table~~When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of ~~Contents~~the 19convertible debt derivative using Black-Scholes upon the date of issuance, using the stock price on the date of issuance, the risk free interest rate associated with the life of the debt, and the estimated volatility of our stock. If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible.

ITEM 87A. ~~FINANCIAL~~QUANTITATIVE ~~STATEMENTS~~ AND ~~SUPPLEMENTARY~~QUALITATIVE ~~DATA~~DISCLOSURES ABOUT MARKET RISK

Report of Independent Registered Public Accounting Firm			21
Consolidated Balance Sheets			22
Consolidated Statements of Operations			23
Consolidated Statements of Equity			24
Consolidated Statements of Cash Flows			25
Notes to Consolidated Financial Statements			26

Not required for a smaller reporting company.

~~Table~~ITEM of8. ~~Contents~~FINANCIAL 20STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm	17
Consolidated Balance Sheets	18
Consolidated Statements of Operations	19
Consolidated Statements of Equity	20
Consolidated Statements of Cash Flows	21
Notes to Consolidated Financial Statements	22

ToTable ~~the~~Of ~~Board~~Contents ~~of Directors and Stockholders of ExeLED Holdings, Inc.:~~16

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~accompanying consolidated balance sheets of ExeLED~~PUBLIC ~~Holdings,~~ACCOUNTING Inc. (formerly Energie Holdings, Inc) (“the Company”) as of December 31, 2015 and 2014 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. FIRM

WeTo ~~conducted our audit in accordance with standards of~~ the ~~Public Company Accounting Oversight~~ Board ~~(United~~of ~~States).~~Directors ~~Those standards require that we plan~~ and ~~perform~~Stockholders ~~the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~ExeLED ~~misstatement. An audit includes examining~~Holdings, ~~on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the~~ ~~accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation~~Inc. ~~We believe that our audit provides a reasonable basis for our opinion.~~ :

InWe ~~our~~have ~~opinion,~~audited the ~~financial statements referred~~accompanying toconsolidated ~~above~~balance ~~present~~sheets ~~fairly, in all material respects, the financial position~~ of ExeLED Holdings, Inc., (“the Company”) as of December 31, ~~2015~~2016 and ~~2014,~~ 2015 and the ~~results~~related statement of ~~its~~ operations, ~~and~~stockholders’ ~~its~~equity (deficit) and cash flows for the years then ended,. inThese ~~conformity~~financial ~~with~~statements are ~~generally~~the ~~accepted~~responsibility ~~accounting principles~~of in the ~~United~~Company's ~~States~~management. Our ofresponsibility ~~America~~is to express an opinion on these financial statements based on our audit.

~~The~~We ~~company~~conducted isour ~~not~~audit in ~~required~~accordance towith ~~have,~~standards ~~nor~~of ~~were we~~the ~~engaged~~Public toCompany Accounting Oversight Board (United States). Those standards require that we plan and perform, anthe audit ofto ~~its~~obtain ~~internal~~reasonable ~~control~~assurance ~~over~~about ~~financial~~whether ~~reporting. Our~~the ~~audit~~financial ~~included~~statements ~~consideration~~are free of ~~internal~~material misstatement. ~~control~~An ~~over~~audit ~~financial~~includes ~~reporting~~examining, ason a test basis, ~~for~~evidence ~~designing~~supporting ~~audit~~the ~~procedures~~amounts ~~that~~and ~~are~~disclosures ~~appropriate~~ in the ~~circumstances~~financial statements, ~~but not~~assessing ~~for~~ the ~~purpose~~accounting ofprinciples ~~expressing~~used anand ~~opinion~~significant onestimates ~~the~~made ~~Company's~~by ~~internal~~management, ~~control~~as ~~over~~well as evaluating the overall financial ~~reporting~~statement presentation. ~~Accordingly,~~We webelieve ~~express no~~that ~~such~~our audit provides a reasonable basis for our opinion.

~~The~~In ~~accompanying~~our ~~financial~~opinion, ~~statements~~the ~~have~~financial ~~been~~statements ~~prepared~~referred ~~assuming~~to ~~that~~above ~~the~~present ~~Company~~fairly, ~~will continue as a going concern. As discussed~~ in ~~Note~~all 1material torespects, the financial ~~statements, the~~position ~~Company~~of ~~has~~ExeLED ~~suffered~~Holdings, ~~recurring losses from operations and has a significant accumulated deficit~~Inc. ~~In addition~~, ~~the~~as ~~Company~~of ~~continues~~December to31, ~~experience~~2016 ~~negative~~and ~~cash~~2015, ~~flows~~and ~~from operations. These factors raise substantial doubt about~~ the ~~Company's~~results ~~ability to~~of ~~continue~~its asoperations aand ~~going~~its ~~concern.~~cash ~~Management's~~flows ~~plans~~for inthe ~~regard~~years tothen ~~these~~ended, ~~matters are also described~~ in ~~Note~~conformity ~~1. The financial statements~~with dogenerally ~~not~~accepted ~~include~~accounting ~~any~~principles ~~adjustments~~in ~~that might result from~~ the ~~outcome~~United States of ~~this uncertainty~~America.

/The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's/B Finternal ~~Borgers~~control ~~CPA~~over PCfinancial reporting. Accordingly, we express no such opinion.

BThe Faccompanying ~~Borgers~~financial statements ~~CPA~~have PCbeen prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial ~~Lakewood~~statements, ~~CO April~~the 14Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the ~~2016~~Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~B ofF ~~Contents~~Borgers 21CPA PC Lakewood, CO April 17, 2017

~~EXELED~~Table ~~HOLDINGS,~~Of ~~INC.~~Contents 17

~~Consolidated~~EXELED ~~Balance~~HOLDINGS, ~~Sheets~~INC.

	December 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	17,987		$	43,879
Receivables, net		8,551			27,337
Inventory, net		190,151			248,662
Prepaid expenses and other		52,759			68,291
Total current assets		269,448			388,169
Noncurrent assets:
Debt issuance costs and deposits		113,703			22,611
Total noncurrent assets		113,703			22,611
Total assets	$	383,151		$	410,780
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,505,397		$	2,228,645
Accrued liabilities		1,076,040			572,973
Debt, current portion		5,257,663			2,373,307
Total current liabilities		8,839,100			5,174,925
Debt, long-term portion		1,593,003			2,893,214
Total liabilities		10,432,103			8,068,139
Commitments and contingencies (Note 9)		—			—
Equity:
Common stock, $.0001 par value; 250,000,000 shares authorized; 113,914,718 and 53,816,667 shares issued and outstanding at December 31, 2015 and 2014		11,191			5,182
Additional paid-in capital		2,446,196			1,848,172
Accumulated deficit		(12,506,339	)		(9,510,713	)
Total deficit		(10,048,952	)		(7,657,359	)
Total liabilities and equity	$	383,151		$	410,780

Consolidated Balance Sheets

See accompanying notes to consolidated financial statements.

	December 31,
	2016			2015
ASSETS

Current assets:
Cash and cash equivalents	$	5,454		$	17,987
Receivables, net		31			8,551
Inventory, net		157,178			190,151
Prepaid expenses and other		48,307			52,759
Total current assets		210,970			269,448

Noncurrent assets:
Deposits		6,450			12,345

Total assets	$	217,420		$	281,793

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,988,439		$	2,505,397
Accrued liabilities		1,858,127			1,076,040
Debt, current portion, net of discount and debt issuance costs		8,451,781			5,156,305
Total current liabilities		13,298,347			8,737,742

Debt, long-term portion		220,000			1,593,003
Total liabilities		13,518,347			10,330,745

Commitments and contingencies (Note 6)		—			—

Equity:
Common stock, $.0001 par value; 250,000,000 shares authorized; 249,447,433 and 113,914,718 shares issued and outstanding at December 31, 2016 and 2015		24,743			11,191
Additional paid-in capital		2,635,896			2,446,196
Accumulated deficit		(15,961,566	)		(12,506,339	)
Total deficit		(13,300,927	)		(10,048,952	)

Total liabilities and equity	$	217,420		$	281,793

~~Table~~See ofaccompanying notes ~~Contents~~to 22consolidated financial statements.

~~EXELED~~Table ~~HOLDINGS,~~Of ~~INC.~~Contents 18

~~Consolidated~~EXELED ~~Statements of Operations~~HOLDINGS, INC.

	Year ended December 31,
	2015			2014
Revenue	$	543,036		$	756,385
Cost of revenue		328,971			407,680
Gross profit		214,065			348,705
Operating expenses:
Research and development		255,754			235,172
Sales and marketing		109,594			295,643
General and administrative		1,469,201			1,779,878
Impairment of long-lived assets		—			977,400
Total operating expenses		1,834,549			3,288,093
Loss from operations		(1,620,484	)		(2,939,388	)
Other income (expense):
Interest expense		(1,273,255	)		(760,849	)
Loss on conversion of debt		(211,304	)		—
Gain of forgiveness of debt		155,717			—
Other		(46,300	)		(13,055	)
Other income (expense), net		(1,375,142	)		(773,904	)
Net loss	$	(2,995,626	)	$	(3,713,292	)
Net loss per common share
Basic and diluted	$	(0.04	)	$	(0.09	)
Weighted average common shares outstanding:
Basic and diluted		74,761,927			42,392,913

Consolidated Statements of Operations

See accompanying notes to consolidated financial statements.

	Year ended December 31,
	2016			2015

Revenue	$	439,278		$	543,036
Cost of revenue		216,949			328,971
Gross profit		222,329			214,065

Operating expenses:
Research and development		249,687			255,754
Sales and marketing		68,130			109,594
General and administrative		1,197,975			1,469,201
Total operating expenses		1,515,792			1,834,549

Loss from operations		(1,293,463	)		(1,620,484	)

Other income (expense):
Interest expense		(1,872,684	)		(1,273,255	)
Loss on conversion of debt		(114,793	)		(211,304	)
Gain of forgiveness of debt		—			155,717
Other		(174,287	)		(46,300	)
Other income (expense), net		(2,161,764	)		(1,375,142	)

Net loss	$	(3,455,227	)	$	(2,995,626	)

Net loss per common share
Basic and diluted	$	(0.02	)	$	(0.04	)

Weighted average common shares outstanding:
Basic and diluted		176,839,038			74,761,927

~~Table~~See ofaccompanying notes ~~Contents~~to 23consolidated financial statements

~~EXELED~~Table ~~HOLDINGS,~~Of ~~INC.~~Contents 19

~~Consolidated~~EXELED HOLDINGS, ~~Statements of Equity~~INC.

	Common Stock
	Number of Shares		Amount			Additional Paid-in Capital		Retained Deficit			Members’ Deficit (Energie LLC)			Total
December 31, 2013		—	$	—		$	—	$	—		$	(2,996,694	)	$	(2,996,694	)
Energie LLC activity, six months ended June 30, 2014:
Net loss		—		—			—		—			(1,045,239	)		(1,045,239	)
Member activity		—		—			—		—			(115,512	)		(115,512	)
Impact of share exchange:
Member equity reclassified as accrued interest		—		—			—		—			(110,197	)		(110,197	)
Member equity reclassified as debt		—		—			—		—			(366,738	)		(366,738	)
Change in capital structure		51,400,000		514,000			1,330,604		(6,842,660	)		4,634,380			(363,676	)
Change in par value from $0.01 to $0.0001		—		(508,860	)		508,860		—			—			—
Common stock issued for services		416,667		42			8,708		—			—			8,750
Shares reserved for issuance		2,000,000		—			—		—			—			—
Consolidated loss, six months ended December 31, 2014		—		—			—		(2,668,053	)		—			(2,668,053	)
December 31, 2014		53,816,667	$	5,182		$	1,848,172	$	(9,510,713	)	$	—		$	(7,657,359	)
Common stock issued for services		4,150,000		415			40,435		—			—			40,850
Conversion of debt		55,948,051		5,594			339,864		—			—			345,458
Debt discount		—		—			217,725		—			—			217,725
Consolidated net loss		—		—			—		(2,995,626	)		—			(2,995,626	)
December 31, 2015		113,914,718	$	11,191		$	2,446,196	$	(12,506,339	)	$	—		$	(10,048,952	)

Consolidated Statements of Equity

See accompanying notes to consolidated financial statements

	Common Stock
	Number of Shares	Amount	Additional Paid-in Capital	Retained Deficit	Total
December 31, 2014	53,816,667	$ 5,182	$ 1,848,172	$ (9,510,713)	$ (7,657,359)

Common stock issued for services	4,150,000	415	40,435	--	40,850

Conversion of debt	55,948,051	5,594	339,864	--	345,458

Debt discount	--	--	217,725	--	217,725

Consolidated net loss	--	--	--	(2,995,626)	(2,995,626)

December 31, 2015	113,914,718	$ 11,191	$ 2,446,196	$ (12,506,339)	$ (10,048,952)

Conversion of debt	135,532,715	13,552	189,700	--	203,252

Consolidated net loss	--	--	--	(3,455,227)	(3,455,227)

December 31, 2016	249,447,433	$ 24,743	$ 2,635,896	$ (15,961,566)	$ (13,300,927)

~~Table~~See ofaccompanying notes ~~Contents~~to 24consolidated financial statements

~~EXELED~~Table ~~HOLDINGS,~~Of ~~INC.~~Contents 20

~~Consolidated~~EXELED ~~Statements of Cash Flows~~HOLDINGS, INC.

	Year ended December 31,
	2015			2014
Operating Activities:
Net loss	$	(2,995,626	)	$	(3,713,292	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		—			198,597
Impairment of long-lived assets		—			977,400
Amortization of debt issuance costs		102,257			3,334
Amortization of debt discount		145,415			—
Common stock issued for services		40,850			8,750
Expense converted to debt		—			774,167
Loss on conversion of debt		211,304			—
Changes in operating assets and liabilities (net of Share Exchange):
Accounts receivable		18,786			10,688
Inventory		58,511			165,646
Prepaid expenses		14,882			(66,619	)
Accounts payable		929,928			840,788
Accrued liabilities		560,632			313,214
Net cash used in operating activities		(913,061	)		(487,327	)
Investing Activities:
Intangible assets		—			(32,776	)
Property and equipment		—			(250	)
Net cash used in investing activities		—			(33,026	)
Financing Activities:
Proceeds from debt		1,421,326			758,719
Payments of debt		(534,157	)		(232,361	)
Net cash provided by financing activities		887,169			526,358
Net change in cash		(25,892	)		6,005
Cash, beginning of period		43,879			37,874
Cash, end of period	$	17,987		$	43,879
Cash paid for:
Interest	$	414,743		$	103,712
Income taxes		—			—
Non-cash transactions:
Debt converted to common stock	$	134,154		$	—
Accounts payable converted to debt		653,176			—
Accrued liabilities converted to debt		53,053			—
Debt issuance costs		192,699			—

Consolidated Statements of Cash Flows

See accompanying notes to consolidated financial statements.

	Year ended December 31,
	2016			2015
Operating Activities:
Net loss	$	(3,455,227	)	$	(2,995,626	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Amortization of debt issuance costs		316,026			102,257
Amortization of debt discount		72,310			145,415
Common stock issued for services		—			40,850
Loss on conversion of debt		114,791			211,304
Changes in operating assets and liabilities:
Accounts receivable		8,520			18,786
Inventory		32,973			58,511
Prepaid expenses		10,347			14,882
Accounts payable		851,735			929,928
Accrued liabilities		787,748			560,632
Net cash used in operating activities		(1,260,777	)		(913,061	)
Financing Activities:
Proceeds from debt		1,723,411			1,421,326
Payments of debt		(475,167	)		(534,157	)
Net cash provided by financing activities		1,248,244			887,169

Net change in cash		(12,533	)		(25,892	)

Cash, beginning of period		17,987			43,879

Cash, end of period	$	5,454		$	17,987

Cash paid for:
Interest	$	692,661		$	414,743
Income taxes		—			—

Non-cash transactions:
Debt converted to common stock	$	82,800		$	134,154
Accounts payable converted to debt		368,693			653,176
Accrued liabilities converted to debt		5,661			53,053
Debt issuance costs		495,223			192,699

~~Table~~See ofaccompanying notes ~~Contents~~to 25consolidated financial statements.

~~EXELED~~Table ~~HOLDINGS,~~Of ~~INC.~~Contents 21

~~Notes~~EXELED HOLDINGS, ~~to Consolidated Financial Statements~~INC.

~~Note~~Notes 1to ~~– Description of Business and Summary of Significant~~Consolidated ~~Accounting~~Financial ~~Policies~~Statements

~~Formation~~Note 1 – Description of Business ~~the~~and ~~Company~~Summary of Significant Accounting Policies

~~ExeLED~~Formation ~~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 December 31, 2013, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with OELC, LLC, a Delaware limited liability company, and its wholly-owned subsidiary, Energie LLC (hereinafter referred to as, “Energie”). The Share Exchange Agreement was not effective until July 2, 2014 due to a variety of conditions subsequent that needed to be met, which are described below. Upon effectiveness, we issued 33,000,000 “restricted” shares of our common stock, representing approximately 65% of our then issued and outstanding voting securities, in exchange for all of the issued and outstanding member interests of Energie. The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other intangible is recorded.Company

~~Thereafter~~ExeLED Holdings, Inc. was incorporated in the State of Delaware on ~~January~~October 2720, ~~2014~~1986 under the name “Verilink Corporation.” We have also been known as Energie Holdings, Inc. and Alas Aviation Corp. On December 31, 2013, we entered into ana ~~Agreement~~Share ~~and~~Exchange ~~Plan~~Agreement ~~of Merger~~ (the “~~Merger~~Share Exchange Agreement”) with ~~two~~OELC, ofLLC, ~~our~~a ~~then~~Delaware ~~wholly~~limited ~~owned~~liability ~~subsidiaries~~company, and its wholly-owned subsidiary, Energie ~~Holdings~~LLC (hereinafter referred to as, ~~Inc~~“Energie”). ~~and~~The Share Exchange Agreement was not effective until ~~Alas~~July ~~Acquisition~~2, ~~Company.~~2014 ~~The~~due ~~net~~to ~~effect~~a variety of ~~the~~conditions ~~Merger~~subsequent ~~Agreement~~that ~~was~~needed to ~~effectuate~~be amet, ~~name~~which ~~change~~are ~~from~~described ~~Alas~~below. ~~Aviation~~Upon ~~Corp.~~effectiveness, towe ~~Energie~~issued ~~Holdings~~33,000,000 ~~Inc.~~“restricted” inshares ~~order~~of toour ~~provide~~common astock, ~~better~~representing ~~understanding~~approximately to65% ~~investors~~ of our ~~entry~~then ~~into~~issued and outstanding voting securities, in exchange for all of the ~~LED~~issued ~~lighting~~and ~~industry~~outstanding member interests of Energie. ~~Our~~The accounting is identical ~~management~~to ~~also~~that ~~changed~~resulting from a reverse acquisition, except that no goodwill or other intangible is recorded.

~~All~~Thereafter, on ~~references~~January ~~herein~~27, ~~to “us~~2014,” “we,” ~~“our,” “Holdings,”~~entered orinto an Agreement and Plan of Merger (the “~~Company~~Merger Agreement”) ~~refer~~with totwo ~~ExeLED~~of our then wholly owned subsidiaries, Energie Holdings, Inc. and ~~its~~Alas ~~subsidiaries,~~Acquisition ~~and~~Company. ~~their~~The ~~respective business~~net ~~following~~effect ~~the consummation~~ of the Merger ~~and~~Agreement ~~Share~~was ~~Exchange~~to effectuate ~~Agreements~~a name change from Alas Aviation Corp., ~~unless~~to Energie Holdings, Inc. in order to provide a better understanding to investors of our entry into the ~~context~~LED ~~otherwise~~lighting ~~requires~~industry. Our management also changed.

~~Description~~All references herein to “us,” “we,” “our,” “Holdings,” or the “Company” refer to ExeLED Holdings, Inc. and its subsidiaries, and their respective business following the consummation of ~~Business~~the Merger and Share Exchange Agreements, unless the context otherwise requires.

WeDescription ~~are~~of focused on acquiring and growing specialized LED lighting companies for the architecture and interior design markets for both commercial and residential applications. The 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.Business

~~Energie~~We are ~~was~~focused ~~founded~~on inacquiring ~~2001~~ and isgrowing ~~engaged~~specialized inLED lighting companies for the ~~import~~architecture and ~~sale~~interior design markets for both ofcommercial ~~specialized~~and ~~interior~~residential applications. The lighting ~~solutions~~products toinclude ~~the~~both ~~architecture~~conventional fixtures and ~~interior~~advanced ~~design~~solid-state ~~markets~~technology that incan ~~North~~integrate ~~America~~with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our ~~headquarters~~objective is ~~located~~to ~~in Wheat Ridge~~grow, ~~Colorado~~innovate, and wefully ~~also~~capture ~~maintain~~the arapidly ~~production~~growing ~~and~~lighting ~~assembly~~market ~~facility~~opportunities inassociated ~~Zeeland,~~with ~~Michigan~~solid state lighting.

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

AsBasis ~~a result~~ of the Share Exchange, Energie is considered to be the “accounting acquirer” and, accordingly, is treated as the predecessor company. The consolidated financial statements include the results of operations and financial position of Energie for all periods, and the results of operations and financial position of Holdings as of and for the year ended December 31, 2015 and for the six months ended December 31, 2014.Presentation

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result.

~~Table~~Going ~~of Contents 26~~Concern

~~Going~~As shown ~~Concern~~in the accompanying financial statements, we had an equity deficit of $13,300,927 and a working capital deficit of $13,087,377 as of December 31, 2016, and have reported net losses of $3,455,227 and $2,995,626, respectively, for the years ended December 31, 2016 and 2015. These factors raise substantial doubt regarding our ability to continue as a going concern.

AsTable ~~shown~~Of inContents the accompanying financial statements, we had an equity deficit of $10,048,952 and a working capital deficit of $8,569,652 as of December 31, 2015, and have reported net losses of $2,995,626 and $3,713,292, respectively, for the years ended December 31, 2015 and 2014. These factors raise substantial doubt regarding our ability to continue as a going concern. 22

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 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.

Some of our debt agreements are due on demand. If demand for payment is made by one or multiple vendors, we would experience a liquidity issue as we do not currently have the funds available to pay off these debts. While we have entered into extensions with several of our lenders, there can be no assurances that any of the lenders will be cooperative or that if they are willing to provide extensions or forbearances, that the terms under which they may be willing to provide them will be favorable to us.

Reclassifications

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

Summary of Significant Accounting Policies

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase.

Accounts receivable

We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to Other income (expense) in the consolidated statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers.

At our discretion, we may sell our accounts receivable with recourse in order to accelerate the receipt of cash. Upon the sale of selected accounts receivable, title transfers to the counterparty to the factoring agreement, we receive 85% of the face amount sold, and we remove the account receivable from our balance. We pay a commission and, if the balance is not collected by the counterparty within 30 days, a factoring fee. We are responsible for repaying the factoring counterparty for any amounts they are unable to collect. The factoring counterparty retains a reserve in the event the amount they ultimately collect is less than the amount paid to us. Depending on the volume of activity and uncollected accounts, therefore, we may have a receivable from or a liability to the factoring counterparty.

Inventory

Inventory is stated at the lower of cost or market, using the first-in, first-out method (“FIFO”) to determine cost. We monitor inventory cost compared to selling price in order to determine if a lower of cost or market reserve is necessary. We also estimate and maintain an inventory reserve, as needed, for such matters as obsolete inventory, shrink and scrap.

~~Table~~Intangible ~~of Contents 27~~assets

~~Intangible~~Our intangible assets consist of the following:

~~Our~~UL Listings ~~intangible~~– ~~assets~~Energie ~~consist~~has over 20 United LaboratoriesTM (“UL”) files, which include UL Listings for over 14,000 products for sale in the United States and Canada. UL is an independent safety testing laboratory. A UL Listing means that UL has tested representative samples of the ~~following:~~product and determined that it meets UL’s requirements. These requirements are based primarily on UL’s published and nationally recognized standards for safety. UL’s testing certifies the design, construction and assembly of the certified products. UL Listings do not expire as long as the product certified is not materially changed. Ownership of a UL Listing may also be transferred between companies. Most customers in the lighting industry will only buy UL listed products.

ULTable ~~Listings~~Of –Contents Energie has over 20 United LaboratoriesTM (“UL”) files, which include UL Listings for over 14,000 products for sale in the United States and Canada. UL is an independent safety testing laboratory. A UL Listing means that UL has tested representative samples of the product and determined that it meets UL’s requirements. These requirements are based primarily on UL’s published and nationally recognized standards for safety. UL’s testing certifies the design, construction and assembly of the certified products. UL Listings do not expire as long as the product certified is not materially changed. Ownership of a UL Listing may also be transferred between companies. Most customers in the lighting industry will only buy UL listed products.23

Trademarks – Energie is a registered trademark.

Marketing and design – These consist of engineering and marketing materials covering the majority of our product offerings.

Intangible assets are recorded at the cost to acquire the intangible, net of amortization over their estimated useful lives on a straight-line basis. We determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.

Property and equipment

Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of our assets, which are reviewed periodically.

Impairment of long-lived assets

When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use.

We have the option to perform a qualitative assessment of long-lived assets prior to completing the impairment test described above. We must assess whether it is more likely than not that the fair value of the long-lived assets is less than their carrying amount. If we conclude that this is the case, we must perform the test described above. Otherwise, we do not need to perform any further assessment.

As a result of applying the above procedures, we fully impaired ~~our~~ all long-lived assets during the year ended December 31, 2014. Since that time, we have not acquired any long-lived assets.

Warranty reserve

We provide limited product warranty for one year on our products and, accordingly, accrue an estimate of the related warranty expense at the time of sale, included in Accrued liabilities on the consolidated balance sheets.

~~Table~~Convertible ~~of Contents 28~~debt

~~Convertible~~We first evaluate our convertible debt to determine whether the conversion feature is an embedded derivative that requires bifurcation and derivative treatment. Based on our analysis, we determined derivative treatment was not required. We then evaluate whether the conversion feature is a beneficial conversion feature. Our convertible debt is treated as a liability and permits settlement in cash. Accordingly, in order to determine the value of the conversion feature, we compared the estimated fair value of the convertible debt to the fair value of debt that did not have the conversion feature. Based on this analysis, we concluded that the value of the conversion feature was immaterial.

WeTable ~~first~~Of ~~evaluate~~Contents our convertible debt to determine whether the conversion feature is an embedded derivative that requires bifurcation and derivative treatment. Based on our analysis, we determined derivative treatment was not required. We then evaluate whether the conversion feature is a beneficial conversion feature. Our convertible debt is treated as a liability and permits settlement in cash. Accordingly, in order to determine the value of the conversion feature, we compared the estimated fair value of the convertible debt to the fair value of debt that did not have the conversion feature. Based on this analysis, we concluded that the value of the conversion feature was immaterial.24

~~Equity~~Revenue recognition

AsWe recognize arevenue ~~result~~when of the ~~Share~~four ~~Exchange,~~revenue ~~Energie~~recognition iscriteria ~~considered~~are ~~to be the “accounting acquirer” and~~met, ~~accordingly, is treated~~ as the predecessor company. Accordingly, the equity presented prior to the effective date of the Share Exchange is that of Energie, LLC. Subsequent to the effective date of the Share Exchange, July 2, 2014, the equity presented represents the equity of Holdings.follows:

~~Revenue~~· ~~recognition~~Persuasive evidence of an arrangement exists – our customary practice is to obtain written evidence, typically in the form of a sales contract or purchase order;

We· ~~recognize~~Delivery ~~revenue~~– when ~~the~~custody ~~four~~is ~~revenue~~transferred ~~recognition~~to ~~criteria are~~our ~~met~~customers either upon shipment to or receipt at our customers’ locations, with no right of return or further obligations, such as ~~follows:~~installation;

•· ~~Persuasive~~The ~~evidence~~price ofis anfixed ~~arrangement~~or ~~exists~~determinable – ~~our~~prices ~~customary~~are ~~practice~~typically isfixed toat ~~obtain~~the ~~written~~time ~~evidence,~~the ~~typically~~order inis ~~the~~placed ~~form~~and ofno aprice ~~sales~~protections ~~contract~~ or ~~purchase~~variables ~~order~~are offered; and

•· ~~Delivery~~Collectability –is ~~when~~reasonably ~~custody~~assured is– ~~transferred~~we totypically ~~our~~work ~~customers~~with ~~either~~businesses ~~upon~~with ~~shipment~~which towe orhave ~~receipt~~a atlong ~~our~~standing ~~customers’ locations~~relationship, ~~with~~as nowell ~~right~~as ofmonitoring ~~return~~and orevaluating ~~further~~customers’ ~~obligations,~~ability ~~such~~to ~~as installation;~~pay.

•Refunds and ~~The~~returns, ~~price~~which isare ~~fixed~~minimal, orare ~~determinable~~recorded –as ~~prices~~a ~~are~~reduction ~~typically~~of ~~fixed~~revenue. atPayments ~~the~~received ~~time~~by customers prior to our satisfying the ~~order~~above iscriteria ~~placed~~are ~~and~~recorded noas ~~price~~unearned ~~protections~~income orin ~~variables~~the ~~are~~consolidated ~~offered;~~balance ~~and~~sheets.

•Shipping ~~Collectability is reasonably assured – we typically work with businesses with which we have a long standing relationship, as well as monitoring~~ and ~~evaluating customers’ ability to pay.~~handling

~~Refunds~~Payments by customers to us for shipping and ~~returns,~~handling ~~which~~costs are ~~minimal,~~included ~~are~~in ~~recorded~~revenue ason athe ~~reduction~~consolidated statements of operations, while our expense is included in cost of ~~revenue~~revenues. ~~Payments~~Shipping ~~received~~and handling for inventory and materials purchased by ~~customers~~us ~~prior~~is toincluded ~~our~~as a ~~satisfying~~component of inventory on the ~~above~~consolidated ~~criteria~~balance ~~are~~sheets, ~~recorded~~and asin ~~unearned~~cost ~~income~~of revenues in the consolidated statements of operations ~~balance~~when ~~sheets~~the product is sold.

~~Shipping~~Research and ~~handling~~development costs

~~Payments~~Internal costs byrelated ~~customers~~ to usresearch ~~for shipping~~ and ~~handling~~development ~~costs~~efforts ~~are included in revenue~~ on ~~the~~existing ~~consolidated~~or ~~statements~~potential ofproducts ~~operations,~~are ~~while~~expensed ~~our~~as ~~expense is included in cost of revenues~~incurred. ~~Shipping and~~External ~~handling~~costs incurred for ~~inventory~~intangible ~~and~~assets, ~~materials~~such ~~purchased by us is included~~ as aUL ~~component~~listing ofcosts ~~inventory~~and onattorney ~~the~~fees ~~consolidated~~for ~~balance sheets~~patents, ~~and~~ inare ~~cost of revenues in the consolidated statements of operations when the product is sold~~capitalized.

~~Research~~Income ~~and development costs~~taxes

~~Internal~~We recognize ~~costs~~deferred ~~related~~income totax ~~research~~assets and ~~development~~liabilities ~~efforts~~for onthe ~~existing~~expected future tax consequences of temporary differences between orthe ~~potential~~income ~~products~~tax ~~are~~and ~~expensed~~financial asreporting ~~incurred~~carrying amount of our assets and liabilities. ~~External~~We ~~costs~~monitor ~~incurred~~our ~~for~~deferred ~~intangible~~tax assets, and evaluate the need for a valuation allowance based on the estimate of the amount of such asdeferred ULtax ~~listing~~assets ~~costs~~that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and ~~attorney~~would record a ~~fees~~reserve ~~for~~if ~~patents~~we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, ~~are~~2016 ~~capitalized~~and 2015, determined that there were no material uncertain tax positions.

~~Table~~Concentration of ~~Contents~~credit 29risk

~~Income~~Financial instruments ~~taxes~~that potentially subject us to concentrations of credit risk consist of accounts receivable and the amount due, if any, from our factoring counterparty. For the year ended December 31, 2016 one customer represented more than 20% of our total revenues. As of December 31, 2016, our accounts receivable balance was not material to the overall consolidated financial statements.

WeTable ~~recognize~~Of ~~deferred~~Contents income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2015 and 2014, determined that there were no material uncertain tax positions.25

~~Prior~~Fair tovalue ~~the Share Exchange, we were a limited liability company (“LLC”), which is treated as a partnership for income tax purposes, where all tax obligations flow through to the owners~~ of ~~the~~financial ~~LLC during the period in which income taxes were incurred.~~instruments

~~Concentration~~Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and long-term debt. The carrying value of ~~credit~~these ~~risk~~financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our long-term debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

~~Financial~~Fair value ~~instruments~~is defined as the exchange price that ~~potentially~~would ~~subject~~be usreceived for an asset or paid to ~~concentrations~~ oftransfer ~~credit~~a ~~risk~~liability ~~consist~~(an ofexit ~~accounts~~price) ~~receivable~~in the ~~and~~principal or most advantageous market for the ~~amount~~asset ~~due~~or liability, ifin ~~any,~~an ~~from~~orderly ~~our~~transaction ~~factoring~~between ~~counterparty.~~market ~~For~~participants on the ~~year~~measurement ~~ended~~date. ~~December~~Valuation ~~31,~~techniques ~~2015~~used ~~two~~to ~~customers~~measure ~~represented~~fair ~~more~~value ~~than~~must ~~36%~~maximize ofthe ~~our~~use ~~total~~of ~~revenues,~~observable inputs and asminimize the use of ~~December~~unobservable ~~31,~~inputs. ~~2015, one~~The ~~customer~~fair ~~represented~~value ~~more~~hierarchy ~~than~~is ~~51%~~based on three levels of ~~our~~inputs, ~~gross~~of ~~accounts~~which ~~receivable~~the ~~balance.~~first two are considered observable and the last unobservable, as follows:

~~Fair~~Level 1 ~~value~~– ofQuoted ~~financial~~prices ~~instruments~~in active markets for identical assets or liabilities.

~~Our~~Level 2 ~~financial~~– ~~instruments~~Inputs ~~include~~other ~~cash~~than ~~and~~Level ~~cash~~1 ~~equivalents,~~that ~~accounts receivable~~are observable, ~~accounts~~either ~~payable,~~directly ~~accrued~~or ~~liabilities~~indirectly, ~~and~~such ~~long-term~~as ~~debt.~~quoted ~~The~~prices ~~carrying~~for ~~value~~similar ~~of these financial instruments is considered~~assets toor beliabilities; ~~representative~~quoted ofprices ~~their~~in ~~fair~~markets ~~value~~that ~~due~~are tonot ~~the~~active; ~~short~~or ~~maturity~~other ofinputs ~~these~~that ~~instruments.~~are ~~The~~observable ~~carrying~~or ~~amount~~can ofbe ~~our~~corroborated ~~long-term~~by observable ~~debt~~market ~~approximates~~data ~~fair~~for ~~value,~~substantially ~~because~~ the ~~interest~~full ~~rates~~term onof ~~these instruments approximate~~ the ~~interest~~assets ~~rate~~or ~~on debt with similar terms available to us~~liabilities.

~~Fair~~Level 3 ~~value~~– isUnobservable ~~defined~~inputs ~~as the exchange price~~ that ~~would~~are besupported ~~received for~~by anlittle ~~asset~~ or ~~paid~~no ~~to transfer a liability (an exit price) in the principal or most advantageous~~ market ~~for~~activity ~~the~~and ~~asset~~that orare ~~liability, in~~significant anto ~~orderly transaction between market participants on~~ the measurement ~~date. Valuation techniques used to measure fair value~~of ~~must maximize~~ the ~~use of observable inputs and minimize the use of unobservable inputs. The~~ fair value ~~hierarchy is based on three levels~~ of ~~inputs, of which~~ the ~~first~~assets ~~two~~or ~~are considered observable and the last unobservable, as follows:~~liabilities.

~~Level~~Reportable ~~1 – Quoted prices in active markets for identical assets or liabilities.~~segments

~~Level~~We have 2identified –our ~~Inputs~~operating ~~other~~segments, ~~than~~our ~~Level~~chief 1operating ~~that~~decision ~~are~~maker ~~observable~~(“CODM”), ~~either~~ ~~directly~~and orthe ~~indirectly,~~discrete ~~such~~financial asinformation reviewed ~~quoted~~by ~~prices~~the ~~for~~CODM. ~~similar~~After ~~assets~~evaluating orthis ~~liabilities;~~information, ~~quoted~~we ~~prices~~have indetermined ~~markets~~ that ~~are~~we ~~not active;~~have orone ~~other~~reportable ~~inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities~~segment.

~~Level~~Recently 3Issued –Accounting ~~Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.~~Pronouncements

~~Reportable~~In July ~~segments~~2015, the FASB issued ASU No. 2015-11 (ASU 2015-11), Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 more closely aligns the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). As such, an entity should measure inventory that is within the scope of this ASU at the lower of cost and net realizable value. We do not expect the impact of the adoption of ASU 2015-11 to be material to our consolidated financial statements.

WeIn September ~~have~~2015, ~~identified~~the ~~our~~FASB ~~operating~~issued ~~segments~~ASU No. 2015-16 (ASU 2015-16), Business ~~our~~Combinations ~~chief~~(Topic ~~operating~~805): Simplifying the Accounting ~~decision~~for ~~maker~~Measurement-Period (Adjustments. ASU 2015-16 requires an acquirer to “~~CODM~~recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.”) Further, ~~and~~ the ~~discrete~~acquirer must record, in the financial ~~information~~statements ~~reviewed~~for bythe same period, “the ~~CODM.~~effect ~~After~~on ~~evaluating~~earnings ~~this~~of ~~information~~changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated weas ~~have~~if ~~determined~~the ~~that~~accounting wehad ~~have~~been ~~one~~completed ~~reportable~~at ~~segment~~the acquisition date.” We do not expect the impact of the adoption of ASU 2015-16 to be material to our consolidated financial statements.

~~Table~~In November 2015, the FASB issued ASU No. 2015-17 (ASU 2015-17) , Balance Sheet Classification of ~~Contents~~Deferred 30Taxes (Topic 740). The guidance in this new standard eliminated the current requirement to present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet and now requires entities to classify all deferred tax assets and deferred tax liabilities as noncurrent. Public companies are required to apply the guidance beginning with the quarter ending March 31, 2017. We do not expect the impact of the adoption of ASU 2015-17 to be material to our consolidated financial statements.

~~Recently~~Table ~~Issued~~Of ~~Accounting~~Contents ~~Pronouncements~~26

In February ~~May 2014~~2016, the FASB issued ASU No. ~~2014~~ 2016-0902, Leases ~~Revenue from Contracts with Customers~~ (Topic ~~606~~842) (ASU ~~2014~~2016-0902)~~, which amends the existing accounting standards for revenue recognition~~. ASU ~~2014~~2016-0902 isrequires ~~based on principles~~ that ~~govern the recognition of revenue at an amount an entity~~lessees ~~expects~~will to be ~~entitled~~required ~~when~~to ~~products~~recognize ~~are~~assets ~~transferred~~and toliabilities ~~customers.~~on ~~The~~the ~~original~~balance ~~effective~~sheet ~~date~~ for ~~ASU~~the ~~2014-09~~rights ~~would~~and ~~have~~obligations ~~required adoption~~created ~~beginning~~by inall ~~the~~leases with ~~first~~terms ~~quarter~~ of ~~2018.~~more Inthan ~~August~~12 ~~2015,~~months. ~~the FASB issued~~ ASU ~~No. 2015~~2016-~~14,~~02 ~~Revenue~~also ~~from~~will ~~Contracts with~~require ~~Customers~~disclosures ~~(Topic~~designed ~~606)~~to –give ~~Deferral~~financial ofstatement ~~the~~users ~~Effective~~information on ~~Date, which defers~~ the ~~effective~~amount, ~~date~~timing, ~~of ASU 2014-09 for one year~~ and ~~permits~~uncertainty ~~early~~of ~~adoption~~cash asflows ~~early~~arising asfrom ~~the~~leases. ~~original~~These ~~effective~~disclosures ~~date~~include ofqualitative ~~ASU~~and ~~2014-09~~quantitative information. ~~Accordingly~~For public companies, the standard ~~may~~will betake ~~adopted in~~effect ~~either~~for ~~the~~fiscal ~~first~~years, ~~quarter~~and ofinterim ~~2018~~periods orwithin ~~2019.~~those ~~The~~fiscal ~~new~~years, beginning ~~revenue~~after ~~standard~~December 15, ~~may~~2018 ~~be applied retrospectively to each prior period presented or retrospectively~~ with ~~the~~earlier ~~cumulative~~application ~~effect recognized as of the date of adoption~~permitted. We are currently evaluating the impact of ~~these~~ ~~standards~~ ASU 2016-02 on our ~~consolidated~~ financial statements.

In March ~~February 2015~~2016, the FASB issued ASU No. ~~2015~~2016-0209, Compensation—Stock Compensation (~~ASU~~Topic ~~2015-02~~718)~~, Consolidation~~: Improvements to Employee Share-Based Payment Accounting (~~Topic~~ASU ~~810~~2016-09) –which ~~Amendments~~simplifies toseveral ~~the~~aspects ~~Consolidation~~of ~~Analysis.~~accounting ~~ASU~~for ~~2015~~share-02based ~~focuses~~payment ontransactions including ~~the~~income ~~consolidation~~tax ~~evaluation~~consequences, ~~for~~classification ~~reporting~~of awards as either equity or liabilities, classification on the statement of ~~organizations~~cash ~~(public~~flows and ~~private~~accounting ~~companies~~for ~~and~~forfeitures. ~~not~~ASU 2016-~~for-profit~~09 ~~organizations)~~is ~~that~~effective ~~are~~for ~~required~~financial tostatements ~~evaluate~~issued ~~whether~~for ~~they~~fiscal ~~should~~years beginning ~~consolidate~~after ~~certain~~December 15, ~~legal entities~~2016. We doare ~~not~~currently ~~expect~~evaluating the impact of ~~the adoption of~~ ASU ~~2015~~ 2016-0209 toon ~~be material to~~ our ~~consolidated~~ financial statements.

In April ~~2015~~2016, the FASB issued ASU No. ~~2015~~2016-~~03 (ASU 2015-03)~~10, Revenue ~~Interest-Imputation~~from ofContracts ~~Interest~~with Customers (~~Subtopic~~Topic ~~835-30~~606),: ~~Simplifying~~Identifying ~~the~~Performance Obligations ~~Presentation~~and ofLicensing (ASU ~~Debt Issuance Costs~~2016-10). ~~This~~ ASU ~~requires~~2016-10 ~~that~~amends ~~debt issuance costs related to a recognized debt liability be presented in~~ the ~~balance~~new ~~sheet~~revenue asrecognition astandard ~~direct deduction from the carrying amount of~~ that ~~debt~~it ~~liability.~~issued ~~This ASU will be effective for our financial statements beginning~~jointly with the ~~quarter~~IASB ~~ending~~in ~~March~~2014. ~~31,~~The ~~2016.~~amendments Indo ~~August~~not ~~2015,~~change the ~~FASB~~core ~~issued~~principles ~~ASU~~of ~~No.~~the ~~2015-15 (ASU 2015-15)~~standard, ~~Interest—Imputation~~ ofbut ~~Interest~~clarify ~~(Subtopic~~the ~~835-30):~~accounting ~~Presentation~~for ~~and Subsequent Measurement of Debt~~licenses ~~Issuance Costs Associated with Line-~~of~~-Credit~~ ~~Arrangements—Amendments~~intellectual ~~to SEC Paragraphs Pursuant to Staff Announcement at June 18~~property, ~~2015~~as ~~EITF~~well ~~Meeting~~as ~~(SEC Update). ASU 2015-15 amends subtopic 835-30 to include~~ the ~~SEC~~identification ~~Staff Announcement at the June, 18 2015 EITF meeting regarding the presentation and subsequent measurement~~ of ~~debt~~distinct ~~issuance~~performance ~~costs~~obligations ~~associated~~in ~~with line-of-credit~~a ~~arrangements~~contract. We are currently evaluating the impact of ~~these~~ASU 2016-10 ~~standards~~ on our ~~consolidated~~ financial statements.

In May ~~July 2015~~2016, the FASB issued ASU No. ~~2015~~2016-11, Revenue Recognition (~~ASU~~Topic ~~2015-11~~605)~~, Inventory~~ and Derivatives and Hedging (Topic ~~330~~815): ~~Simplifying~~Rescission of ~~the~~SEC ~~Measurement~~Guidance Because of ~~Inventory.~~Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (ASU ~~2015~~2016-11). ~~more~~ASU ~~closely~~2016-11 ~~aligns~~rescinds ~~the~~1) ~~measurement~~certain ofSEC ~~inventory~~Observer comments that are codified in FASB ASC Revenue ~~GAAP~~Recognition ~~with~~(Topic ~~the~~605), ~~measurement~~and ofFASB ~~inventory~~ASC inTopic ~~International~~932, Extractive ~~Financial~~Activities—Oil ~~Reporting~~and ~~Standards~~Gas (~~IFRS~~Topic 932)., Aseffective on ~~such,~~adoption anof ~~entity~~FASB ~~should~~ASC Revenue ~~measure inventory~~from ~~that~~Contracts iswith ~~within~~Customers ~~the~~(Topic ~~scope~~606) and of2) ~~this~~SEC ~~ASU~~Staff atAnnouncement, "Determining the ~~lower~~Nature of ~~cost~~a ~~and~~Host ~~net~~Contract ~~realizable~~Related ~~value.~~to Wea doHybrid ~~not~~Instrument ~~expect~~Issued in the ~~impact~~Form of ~~the~~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 ~~2015~~No. 2014-1116, Determining Whether tothe beHost ~~material~~Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to ~~our~~Debt ~~consolidated~~or Equity. We are currently evaluating the impact of ASU 2016-11 on our financial statements.

In May ~~September 2015~~2016, the FASB issued ASU No. ~~2015~~2016-~~16 (ASU 2015-16)~~12, ~~Business Combinations~~Revenue from Contracts with Customers (Topic ~~805~~606): ~~Simplifying~~Narrow-Scope ~~the~~Improvements and ~~Accounting~~Practical ~~for~~Expedients (ASU ~~Measurement~~2016-~~Period Adjustments~~12). ASU ~~2015~~2016-1612 ~~requires~~addresses anissues ~~acquirer to~~such ~~“recognize~~as ~~adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.” Further~~collectability, ~~the~~contract ~~acquirer must record~~modifications, ~~in the financial statements for the~~ ~~same~~completed ~~period,~~contracts ~~“the~~at ~~effect on earnings of changes in depreciation~~transition, ~~amortization,~~and ornoncash ~~other~~considerations ~~income effects, if any,~~ as athey ~~result of~~relate ~~the change~~ to the ~~provisional~~new ~~amounts,~~revenue ~~calculated~~recognition ~~as if the accounting had been completed at the acquisition date~~standard.” We do ~~not~~are ~~expect~~currently evaluating the impact of ~~the adoption of~~ ASU ~~2015~~ 2016-1612 toon ~~be material to~~ our ~~consolidated~~ financial statements.

In August ~~November 2015~~2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update No. ~~2015~~2016-1715, Statement of ~~Balance~~Cash ~~Sheet~~ Flows (Topic 230): Classification of ~~Deferred~~Certain ~~Taxes~~Cash Receipts and Cash Payments (~~Topic~~ASU ~~740~~2016-15). ~~The~~Stakeholders ~~guidance~~indicated that inthere ~~this~~is ~~new~~a ~~standard~~diversity ~~eliminated~~in ~~the~~practice ~~current~~in ~~requirement~~how tocertain ~~present deferred~~cash ~~tax~~receipts ~~assets~~ and ~~deferred~~cash ~~tax~~payments ~~liabilities~~are aspresented ~~current~~ and ~~noncurrent~~classified in athe ~~classified~~statement of ~~balance~~cash ~~sheet~~flows. ~~and~~ASU ~~now~~2016-15 ~~requires~~addresses ~~entities to~~eight ~~classify~~specific ~~all~~cash ~~deferred~~flow ~~tax~~issues ~~assets~~with ~~and~~the ~~deferred~~objective ~~tax~~of ~~liabilities~~reducing asthe ~~noncurrent.~~existing ~~Public~~diversity ~~companies~~in practice. ~~are~~ASU ~~required~~2016-15 tois ~~apply~~effective ~~the~~for ~~guidance beginning~~annual ~~with~~reporting ~~the~~periods ~~quarter~~beginning ~~ending~~after ~~March~~December 3115, 2017, and interim periods within those fiscal years. Early adoption is permitted. We do not ~~believe~~expect ~~this~~the impact of the adoption of ASU ~~will~~2016-15 to have a ~~material~~ significant impact on our ~~financial~~statement ~~statements~~of cash flows.

Other recent accounting pronouncements issued by the FASB and the SEC did not, or management believes will not, have a material impact on our present or future consolidated financial statements.

Table ofOf Contents 3127

Note 2 – ~~Recapitalization~~Receivables

OnReceivables ~~July~~consist ~~2, 2014, we completed the Share Exchange Agreement with Energie. The impact to equity~~ of the Share Exchange includes a) the issuance of 33,000,000 shares of Holdings’ common stock at $0.05 per share, the closing price of Holdings’ stock on December 31, 2013, the date of the Share Exchange Agreement, for total consideration effectively transferred of $1,650,000; and b) removing Holdings’ accumulated deficit and adjusting equity for the recapitalization.following:

The accompanying consolidated statements of operations include the results of the Share Exchange Agreement from the share exchange date of July 2, 2014. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2013, are as follows:

	December 31,
	2016			2015
Customer receivables	$	14,432		$	21,431
Less: Allowance for uncollectible accounts		(14,401	)		(12,880	)
	$	31		$	8,551

	Year ended December 31,
	2014
Pro forma results:
Total net revenues	$	756,385
Net loss		(3,987,209	)
Net loss per common share:
Basic and diluted	$	(0.08	)

Note 3 – Inventory

~~The~~Inventory ~~assets~~consists ~~and liabilities~~ of ~~Holdings on~~ the ~~effective date of the Share Exchange Agreement were as follows~~following:

Accounts payable	$	363,676
	December 31,
Preferred stock		—
	2016			2015
Common stock		194,604
Raw materials	$	332,612		$	348,342
Additional paid-in capital		91,046,859
Less: Reserve		(175,434	)		(158,191	)
Accumulated deficit		(91,605,139	)
	$	157,178		$	190,151
Total stockholders’ deficit	$	(363,676	)

Note 34 – ~~Receivables~~Debt

~~Receivables~~Debt ~~consist~~consists of the following:

	~~December 31,~~	December 31,
	2015			2014
Description	Note	2016	2015
Customer receivables	$	21,431		$	41,234
Line of credit	A	$ 47,000	$ 47,000
Less: Allowance for uncollectible accounts		(12,880	)		(13,897	)
Note payable to distribution partner	B	550,000	550,000
	$	8,551		$	27,337
Investor debt	C	371,507	267,787
Related party debt	D	6,719,979	5,632,543
Other notes payable	E	981,137	66,786
Cash draw agreements	F	211,076	204,423
Convertible promissory notes	G	71,637	154,437
Total		8,952,336	6,922,976
Less: unamortized discount and debt issuance costs		(280,555)	(173,668)
Debt, net of unamortized discount and debt issuance costs		8,671,781	6,479,308
Less: current portion		(8,451,781)	(5,156,305)
Debt, long-term portion		$ 220,000	$ 1,593,003

~~Note~~A – 4Line of Credit – ~~Inventory~~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. 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.

~~Inventory~~B – ~~consists~~Note ofPayable ~~the~~to ~~following:~~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.

	December 31,
	2015			2014
Raw materials	$	348,342		$	420,424
Less: Reserve		(158,191	)		(171,762	)
	$	190,151		$	248,662

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

Table ofOf Contents 3228

Note 5 – Intangible Assets

December 31,
2016	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
$ 351,507	$ 267,787

~~Amortization expense for the years ended December 31, 2015 and~~D ~~2014~~– ~~was~~Related $0Party ~~and~~Debt ~~$179,431,~~– ~~respectively.~~The Wefollowing ~~recorded~~summarizes ~~impairment~~notes ~~expense~~payable ofto ~~$972,895~~related ~~during the year ended December 31, 2014~~parties.

For the year ended December 31, 2014, we determined that the carrying value of our intangible assets was greater than their estimated fair value and recorded an impairment loss of $972,895. Fair value was estimated using discounted, estimated future cash flows, which were projected based on recent, actual results. The estimated future cash flows did not include the benefit of additional capital or acquisitions, as there can be no assurance that they will occur.

	December 31,
	2016	2015	Interest Rate
D1	$ 4,635,865	$ 4,120,465	various
D2	--	528,214	various
D3	34,888	34,888	12%
D4	356,550	280,800	various
D5	668,176	668,176	18%
D6	1,024,500	--	6%
Total	$ 6,719,979	$ 5,632,543

~~Note~~D1 – 6Notes –payable ~~Property~~to Symbiote, Inc. (“Symbiote”), entered into from December 2014 to June 2016, with monthly principal and ~~Equipment~~interest payable through November 2017. Symbiote is an owner of the common stock of Holdings, is the lessor of our manufacturing facility, and the provider of our payroll services. We also owe Symbiote $315,815 in accounts payable.

~~Depreciation~~D2 – ~~expense~~Notes ~~for~~payable ~~the~~to ~~years~~a ~~ended~~former ~~December~~executive 31vice president, ~~2015~~entered ~~and~~ into from December 2014 ~~was~~through $0December 2015, with monthly principal and ~~$19,166,~~interest ~~respectively.~~payable Wethrough ~~recorded~~November ~~impairment~~2017. ~~expense~~As of $4December 31,~~505~~ ~~during~~2016, ~~the~~this ~~year~~individual ~~ended~~is ~~December~~no ~~31,~~longer ~~2014~~employed by Holdings and is no longer considered a related party.

~~For~~D3 – ~~the~~Note ~~year~~payable ~~ended~~to ~~December 31, 2014, we determined the carrying value of~~ our ~~property~~chief ~~and~~executive ~~equipment~~officer ~~was~~(“CEO”), ~~greater~~entered ~~than~~into ~~their~~in ~~estimated~~December ~~fair~~2014, ~~value~~with monthly principal and ~~recorded~~interest anpayable ~~impairment~~through ~~loss~~December ~~of $4,505~~2016. ~~Fair value~~We ~~was~~also ~~estimated~~owe ~~using~~Hal ~~discounted~~$700,391 ~~estimated~~in ~~future~~accrued ~~cash~~compensation ~~flows,~~and ~~which~~expenses ~~were~~incurred ~~projected based~~ on ~~recent,~~behalf ~~actual results. The estimated~~of ~~future cash flows did not include~~ the ~~benefit of additional capital or acquisitions, as there can be no assurance that they will occur~~Company.

~~Note~~D4 – 7Notes –payable ~~Debt~~to the spouse of our CEO, entered into from September 2013 to November 2016, with principal and interest payments due upon a specific event or upon demand.

~~Debt~~D5 – Notes ~~consists~~payable to the consulting firm that employs our Chief Financial Officer, entered into from June 2015 to December 2015. These notes aggregated the previous accounts payable and accrued interest due to the consulting firm at the time the notes were made. As of January 1, 2016, the ~~following:~~notes are convertible into shares of our common 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 does 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 over the life of the notes. We also owe NOW CFO $436,786 in accounts payable.

			December 31,
Description	Note		2015			2014
Line of credit		A	$	47,000		$	47,000
Note payable to distribution partner		B		550,000			580,000
Investor debt		C		267,787			267,787
Related party debt		D		5,632,543			3,840,749
Other notes payable		E		66,786			57,692
Cash draw agreements		F		204,423			255,793
Convertible promissory notes		G		154,437			217,500
Total				6,922,976			5,266,521
Less: unamortized discount				(72,310	)		—
Debt, net of unamortized discount				6,850,666			5,266,521
Less: current portion, net of unamortized discount				(5,257,663	)		(2,373,307	)
Debt, long-term portion			$	1,593,003		$	2,893,214

D6 – Notes payable to the principal shareholders of Symbiote, entered into from April to December 2016, with principal and interest payments due upon a specific event or upon demand.

A E – ~~Line~~Other ofNotes ~~Credit~~Payable – WeRepresents ~~utilized this~~the ~~entire bank line of credit for working capital purposes. The~~ outstanding ~~obligation~~principal isbalance ~~due~~ on ~~demand,~~four ~~has~~separate anotes ~~stated~~bearing ~~initial~~ interest at ~~rate~~between ~~of 10.5~~6% ~~that is subject to adjustment,~~ and is24% ~~guaranteed by our majority shareholder/CEO~~annually. ~~Energie~~In ~~and our CEO (collectively, “~~the ~~defentants”)~~event ~~were~~we ~~served~~receive ~~with~~proceeds aas ~~summons and complaint, wherein~~ the ~~bank~~beneficiary ~~brought~~of ana ~~action~~life toinsurance ~~collect~~policy ~~the~~covering ~~amount~~our majority ~~due~~shareholder/CEO, ~~including~~repayment ~~interest,~~of ~~costs~~principal and ~~attorney’s~~interest ~~fees.~~is Asdue ~~of April 4, 2016, 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 orone ~~before April 30, 2016. In the event~~ of ~~a default~~these onnotes ~~this~~prior ~~settlement~~to ~~agreement,~~using the ~~bank~~proceeds ~~may request entry of a judgment against both defendants jointly and severally~~ for any ~~amounts~~other ~~unpaid pursuant to the settlement agreement~~purpose.

BTable –Of ~~Note~~Contents 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. 29

C F – ~~Investor~~Cash ~~Debt~~draw agreements – ~~Notes~~Under ~~payable~~these ~~to lenders~~agreements, ~~having~~the anlender ~~ownership~~advances ~~interest~~us inthe ~~Holdings~~principal atbalance ~~December~~and ~~31,~~then ~~2015~~automatically withdraws ~~and~~a ~~2014~~stated amount each business day. ~~These~~Accordingly, ~~loans~~there ~~are~~is ~~not~~no ~~collateralized~~stated interest rate. The ~~following~~total remaining daily payments ~~summarizes~~due ~~the~~under ~~terms~~these ~~and~~arrangements ~~balances~~was $285,131 as of December 31, 2016. The maturity dates of the ~~investor~~agreements ~~debt:~~range from February to May 2017.

~~Table~~G – Convertible promissory notes – Represents the outstanding principal balance on two separate convertible promissory notes payable to an entity with interest of ~~Contents~~8% 33annually, that were due in August 2016. During the third quarter of 2015, the current holder of the notes purchased all of our similar outstanding convertible notes from another entity and consolidated those notes into two new notes. At the option of the holder, the notes may be settled in cash or converted into 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 due, the balance due under the notes incurs interest at the rate of 22% per annum. The notes contain additional terms and conditions normally included in instruments 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 financing. 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 year ended December 31, 2016, $82,800 of principal and $5,661 of accrued interest was converted into 135,532,715 shares of common stock. We also recorded a loss on conversion of debt of $114,791 related to these transactions. Subsequent to December 31, 2016, we paid off the remaining $12,700 of principal on one of the notes leaving one note outstanding as of the date of this report.

December 31,
2015		2014		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	%
	10,000		10,000		24	%
$	267,787	$	267,787

Debt issuance costs of $280,555 are being amortized over the life of their respective notes.

~~D – Related Party Debt –~~ The ~~following~~ ~~summarizes~~future ~~notes~~maturities ~~payable~~of todebt ~~related~~are ~~parties.~~as follows:

		December 31,
Year ending December 31,
		2015		2014		Interest Rate
2017	$ 8,451,781
	D1	$	4,120,465	$	3,152,231		6	%
2018	120,000
	D2		528,214		497,130		12	%
2019	100,000
	D3		34,888		34,888		12	%
	$ 8,671,781
	D4		280,800		156,500		24	%
	D5		668,176		—		18	%
	Total	$	5,632,543	$	3,840,749

D1Note 5 – Notes payable to Symbiote, Inc. (“Symbiote”), entered into from December 2014 to December 2015, with monthly principal and interest payable through November 2017. The 2014 notes aggregated the previous notes payable, accrued interest and accounts payable. Neither the 2014 nor the 2015 notes are convertible. The previous note agreement gave Symbiote, at its option at any time after default, the right to convert any remaining balance of the notes to equity at a rate equal to the proportion of the remaining balance of the note divided by $4,000,000 enterprise value. Symbiote holds a large ownership percentage in Holdings, is the lessor of our manufacturing facility, and the provider of our payroll services.Equity

We have ~~evaluated~~authorized ~~the~~5,000,000 ~~agreements~~shares ~~for~~of ~~derivatives~~preferred ~~and~~stock ~~determined that~~at ~~they~~$0.0001 dopar ~~not~~value, ~~qualify~~with ~~for~~no ~~derivative~~shares ~~treatment~~issued ~~for~~and ~~financial~~outstanding ~~reporting~~as ~~purposes~~of December 31, ~~because~~2016. ~~the~~Upon ~~agreements~~issuing ~~relate~~preferred tostock, ~~our~~if ~~own equity~~any, ~~and~~ the ~~debt~~terms ~~and~~of ~~the~~each ~~equity~~tranche ~~are~~of ~~not~~issuance ~~closely~~may ~~related.~~be ~~We also~~ determined ~~this~~by ~~does~~our ~~not~~board ~~qualify~~of asdirectors, including adividends ~~beneficial~~and ~~conversion~~voting ~~feature~~rights.

D2In July –2014, ~~Notes~~we ~~payable~~entered tointo an ~~executive~~agreement ~~vice president~~with Dutchess Opportunity Fund, ~~entered~~II, ~~into~~LP (“Dutchess”), under which Dutchess has agreed to purchase from ~~December~~us 5,000,000 shares of our common stock, up to $5 million, during a 36 month period commencing on the date a Registration Statement on Form S-1 was declared effective, October 29, 2014. ~~through~~We ~~December~~will ~~2015~~sell these shares to Dutchess at a price equal to 94% of the lowest daily volume weighted-average price of our common stock during the five consecutive trading days beginning on the day we make notice to Dutchess and ending on and including the date that is four trading days after such notice. We have the right to withdraw all or any portion of any put before the closing, subject to certain limitations. As part of the agreement with ~~monthly~~Dutchess, ~~principal~~we ~~and~~transferred ~~interest~~2,000,000 ~~payable~~shares ~~through~~of ~~November~~our common stock for no proceeds. We will receive proceeds ~~2017~~when we make notice to Dutchess to sell these shares. The ~~2014~~market ~~note~~price ~~aggregated~~of ~~previous~~the ~~notes~~2,000,000 ~~payable~~shares was $40,000, ~~accrued~~based ~~interest~~on ~~and~~the ~~accounts~~trading price ~~payable~~on the date of transfer. If we do not make notice to Dutchess, these shares will be returned to us at the end of the 36 month contractual period. As of December 31, 2016, we had not made notice to Dutchess to sell any of these shares. Accordingly, the net impact to our stockholders equity is zero.

~~D3 –~~ Note ~~payable~~6 to– ~~our chief executive~~Commitments ~~officer (“CEO”), entered into in December 2014, with monthly principal~~ and ~~interest payable through December 2016.~~Contingencies

D4Future minimum –rental ~~Notes~~payments ~~payable~~required tounder ~~the~~all ~~spouse~~leases ~~of our~~that ~~CEO,~~have ~~entered~~remaining ~~into~~non-cancelable ~~from~~lease ~~September~~terms ~~2013~~in toexcess ~~October~~of ~~2015,~~one ~~with~~year ~~principal~~as ~~and~~of ~~interest~~December 31, ~~payments~~2016, ~~due~~are ~~upon~~as ~~a specific event or upon demand.~~follows:

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. If we have not paid $300,000 by December 31, 2015, then beginning January 1, 2016, the notes are convertible into shares of our common 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 does 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 is being amortized through interest expense over the life of the notes.

2017	$ 82,145
2018	28,890
	$ 111,035

Table ofOf Contents 3430

ENote –7 ~~Other Notes Payable~~ – ~~Represents the~~Income outstanding principal balance on three separate notes bearing interest at approximately 12% 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.Taxes

F – Cash draw agreements – Under these 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 $284,220 as of December~~ ~~31,~~components ~~2015. The maturity dates~~ of the ~~agreements~~provision ~~range~~for ~~from~~income ~~March~~taxes toare ~~May~~as ~~2016.~~follows:

G – Convertible promissory notes – Represents the outstanding 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 convertible notes from another entity and consolidated those notes into two new notes. At the option of the holder, the notes may be settled in cash or converted into 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 due, the balance due under the notes incurs interest at the rate of 22% per annum. The notes contain additional terms and conditions normally included in instruments 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 financing. 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 year ended December 31, 2015, $129,642 of principal and $4,512 of accrued interest was converted into 55,948,051 shares of common stock. We also recorded a loss on conversion of debt of $211,304 related to these transactions.

	Year ended December 31,
	2016			2015
Current tax provision
Federal	$	(1,100,820	)	$	(941,497	)
State		(143,630	)		(122,690	)
		(1,244,450	)		(1,064,187	)
Deferred tax provision
Federal		1,100,820			941,497
State		143,630			122,690
		1,244,450			1,064,187
	$	—		$	—

~~Debt~~The components ~~issuance costs~~ of ~~$101,358~~net ~~are~~deferred ~~being~~tax ~~amortized~~assets ~~over the~~and ~~life~~liabilities ofare ~~the~~as ~~respective notes.~~follows:

The future maturities of debt are as follows:

	Year ended December 31,
	2016			2015
Current deferred tax asset (liability):
Inventory reserve	$	67,430		$	60,794
Warranty reserve		7,148			7,148
Net operating loss carryforward		3,185,120			1,940,670
Valuation allowance		(3,259,698	)		(2,008,612	)
		—			—
Long-term deferred tax asset (liability)
Long-lived assets		112,895			124,515
Valuation allowance		(112,895	)		(124,515	)
		—			—
Net deferred tax asset (liability)	$	—		$	—

A reconciliation of our income tax provision and the amounts computed by applying statutory rates to income before income taxes is as follows:

Note 8 – Equity

	Year ended December 31,
	2016			2015
Income tax benefit at statutory rate	$	(1,169,297	)	$	(1,018,511	)
State income tax, net of Federal benefit		(105,092	)		(91,540	)
Amortization of debt discount		27,793			55,884
Other		7,130			6,765
Valuation allowance		1,239,466			1,047,402
	$	—		$	—

WeNote ~~have~~8 ~~authorized~~– ~~5,000,000~~Net ~~shares~~Loss ofPer preferred stock at $0.0001 par value, with no shares issued and outstanding as of December 31, 2015. Upon issuing preferred stock, if any, the terms of each tranche of issuance may be determined by our board of directors, including dividends and voting rights.Share

~~In July 2014, we entered into an agreement with Dutchess~~Basic ~~Opportunity~~net ~~Fund,~~loss ~~II,~~per LPshare ~~(“Dutchess”),~~is ~~under~~computed ~~which~~by ~~Dutchess~~dividing ~~has~~net ~~agreed~~income toby ~~purchase~~the ~~from~~weighted-average usnumber ~~5,000,000 shares~~ of ~~our~~ common ~~stock,~~shares upoutstanding ~~to $5 million,~~ during ~~a 36 month period commencing on~~ the ~~date a Registration Statement on Form S-1 was~~reporting ~~declared effective, October 29, 2014~~period. WeDiluted ~~will~~net ~~sell~~loss ~~these~~per ~~shares~~share tois ~~Dutchess~~computed atsimilarly ~~a price equal~~ to ~~94%~~basic ofnet ~~the~~loss ~~lowest~~per ~~daily volume~~share, ~~weighted-average~~except ~~price~~that ofit ~~our~~includes ~~common stock during~~ the ~~five~~potential ~~consecutive trading days beginning on the day we make~~dilution ~~notice to Dutchess and ending on and including the date~~ that iscould ~~four~~occur ~~trading~~if ~~days~~dilutive ~~after~~securities ~~such~~are ~~notice~~exercised. WeIn ~~have~~a ~~the~~net ~~right~~loss ~~to withdraw~~position, ~~all~~however, orpotential ~~any~~securities ~~portion~~are ~~of any put before the closing~~excluded, ~~subject~~because they toare ~~certain~~considered ~~limitations~~anti-dilutive. AsSince ~~part~~Energie, of the ~~agreement~~“predecessor ~~with Dutchess~~company,” wewas ~~transferred~~an 2LLC,~~000,000~~ ~~shares~~it ofdid ~~our~~not have common ~~stock for no proceeds. We will receive proceeds when we make notice~~shares tooutstanding ~~Dutchess~~prior to ~~sell~~the ~~these~~Share ~~shares.~~Exchange ~~The~~on ~~market~~July ~~price of the~~ 2,~~000,000~~ ~~shares~~2014. ~~was $40~~Accordingly,~~000,~~ ~~based~~we onhave ~~the~~prepared ~~trading price on~~ the ~~date~~ calculation of ~~transfer.~~Net IfLoss wePer doShare ~~not~~using the ~~make~~weighted-average ~~notice~~number toof ~~Dutchess,~~common ~~these~~ shares ~~will~~of beHoldings ~~returned~~that towere usoutstanding atduring the ~~end~~years ofended ~~the 36 month contractual period. As of~~ December 31, ~~2015,~~2016 weand ~~had not made notice to Dutchess to sell any of these shares~~2015. ~~Accordingly, the net impact to our stockholders equity is zero.~~

Table ofOf Contents 3531

~~Note~~The following 9table presents a reconciliation of the denominators used in the computation of net loss per share – ~~Commitments~~basic and ~~Contingencies~~ diluted:

Current management discovered that the Company’s former management recorded various obligations to itself and to third parties for expenditures not deemed benefitting the Company or authorized by the Company’s sole director, as required. The amount of these unauthorized expenditures totaled $91,172, including $60,000 in management fees. These expenditures were reversed and are not part of the accompanying financial statements. While current management believes that none of the $91,172 is an obligation of ours, it is not known what representations were made to these vendors or whether we could, in fact, be eventually responsible to pay some or all of the indicated amount.

	Year ended December 31,
	2016			2015
Net loss available for stockholders	$	(3,455,227	)	$	(2,995,626	)
Weighted average outstanding shares of common stock		176,839,038			74,761,927
Dilutive effect of securities		—			—
Common stock and equivalents		176,839,038			74,761,927

Net loss per share – Basic and diluted	$	(0.02	)	$	(0.04	)

~~Future minimum rental payments required under all leases that have~~There ~~remaining~~are ~~non-cancelable~~no ~~lease~~dilutive ~~terms~~instruments inoutstanding ~~excess~~during ofthe ~~one~~years ~~year~~ended ~~as of~~ December 31, ~~2015,~~2016 ~~are~~and ~~as follows:~~2015.

2016	$	168,811
2017		142,752
2018		28,890
	$	340,453

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Note 10 – Income Taxes~~None

~~The~~ITEM ~~components~~9A. ofCONTROLS ~~the~~AND ~~provision for income taxes are as follows:~~PROCEDURES

	Year ended December 31,
	2015			2014
Current tax provision
Federal	$	(941,497	)	$	(775,545	)
State		(122,690	)		(100,938	)
		(1,064,187	)		(876,483	)
Deferred tax provision
Federal		941,497			775,545
State		122,690			100,938
		1,064,187			876,483
	$	—		$	—

Evaluation of Disclosure Controls and Procedures

~~The~~We ~~components~~maintain ofdisclosure ~~net~~controls ~~deferred~~and ~~tax~~procedures ~~assets~~(as defined in Rules 13a-15(e) and ~~liabilities~~15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding ~~follows:~~required disclosure.

	Year ended December 31,
	2015			2014
Current deferred tax asset (liability):
Inventory reserve	$	60,794		$	66,000
Warranty reserve		7,148			7,109
Net operating loss carryforward		1,940,670			876,483
Valuation allowance		(2,008,612	)		(949,592	)
		—			—
Long-term deferred tax asset (liability)
Long-lived assets		124,515			136,132
Valuation allowance		(124,515	)		(136,132	)
		—			—
Net deferred tax asset (liability)	$	—		$	—

We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016, the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed below.

~~Table~~Internal ofControl ~~Contents~~over 36Financial Reporting

AOur ~~reconciliation~~management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our ~~income~~principal ~~tax~~executive ~~provision~~officer and ~~the~~principal ~~amounts~~financial ~~computed~~officer and effected by ~~applying~~the ~~statutory~~Board, ~~rates~~management, and other personnel, to ~~income~~provide ~~before~~reasonable ~~income~~assurance ~~taxes~~regarding isthe asreliability ~~follows~~of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

	Year ended December 31,
	2015			2014
Income tax benefit at statutory rate	$	(1,018,511	)	$	(1,262,519	)
State income tax, net of Federal benefit		(91,540	)		(113,471	)
Change from LLC to C Corp		—			284,869
Amortization of debt discount		55,884			—
Other		6,765			5,477
Valuation allowance		1,047,402			1,085,644
	$	—		$	—

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

~~Note~~· 11provide –reasonable ~~Net~~assurance ~~Loss~~that ~~Per~~transactions ~~Share~~are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and

~~Basic~~· ~~net~~provide ~~loss~~reasonable ~~per~~assurance ~~share~~regarding isprevention ~~computed~~or bytimely ~~dividing~~detection ~~net income by the weighted-average number~~ of ~~common~~unauthorized ~~shares~~acquisition, ~~outstanding during the reporting period. Diluted net loss per share is computed similarly to basic net loss per share~~use, ~~except~~or ~~that~~disposition itof ~~includes~~our ~~the~~assets ~~potential dilution~~ that could ~~occur~~have ~~if dilutive securities are exercised. In~~ a ~~net~~material ~~loss~~effect position, however, potential securities are excluded, because they are considered anti-dilutive. Since Energie, the “predecessor company,” was an LLC, it did not have common shares outstanding prior to the Share Exchange on ~~July 2, 2014. Accordingly, we have prepared~~ the ~~calculation~~financial ~~of Net Loss Per Share using the weighted-average number of common shares of Holdings that were outstanding during the years ended December 31, 2015 and 2014~~statements.

~~The~~Table ~~following~~Of ~~table~~Contents ~~presents a reconciliation of the denominators used in the computation of net loss per share – basic and diluted:~~32

	Year ended December 31,
	2015			2014
Net loss available for stockholders	$	(2,995,626	)	$	(3,713,292	)
Weighted average outstanding shares of common stock		74,761,927			42,392,913
Dilutive effect of securities		—			—
Common stock and equivalents		74,761,927			42,392,913
Net loss per share – Basic and diluted	$	(0.04	)	$	(0.09	)

Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~There~~The ~~are~~material noweaknesses ~~dilutive~~in ~~instruments~~internal ~~outstanding~~control ~~during~~over financial reporting were as follows: (a) we have limited entity-level controls, because of the ~~years~~time constraints for our management team; ~~ended~~(b) ~~December~~we ~~31,~~have ~~2015~~a lack of segregation of duties due to limited personnel; (c) we have not implemented adequate system-based and ~~2014~~manual controls; and (d) we do not have an audit committee.

~~Table~~Our management assessed the effectiveness of ~~Contents~~internal control 37over financial reporting as of December 31, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on management’s assessment, management concluded that the above material weaknesses have not been remediated and, accordingly, our internal control over financial reporting is not effective as of December 31, 2016.

~~ITEM~~Remediation ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Plan

~~None~~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 internal controls over financial reporting will be effective in the near future.

~~ITEM~~Changes ~~9A.~~in ~~CONTROLS~~Internal ~~AND~~Control ~~PROCEDURES~~over Financial Reporting

~~Evaluation~~There ofwere ~~Disclosure~~no ~~Controls~~significant ~~and~~changes ~~Procedures~~to our internal control over financial reporting that occurred during the quarter ended December 31, 2016, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

~~Based~~This onAnnual anReport ~~evaluation~~on ~~under~~Form ~~the~~10-K ~~supervision~~does ~~and~~not ~~with~~include ~~the~~an ~~participation~~attestation report of our ~~management,~~registered ~~our~~public ~~principal~~accounting ~~executive~~firm ~~officer~~regarding ~~and~~internal ~~principal~~control over financial ~~officer~~reporting. ~~have~~Management’s ~~concluded that our disclosure controls~~report ~~and~~was ~~procedures~~not assubject ~~defined~~to inattestation ~~Rules~~by ~~13a-15(e)~~our ~~and~~registered ~~15d-15(e)~~public ~~under~~accounting ~~the~~firm ~~Securities~~pursuant ~~Exchange~~to ~~Act~~rules of ~~1934,~~the asSecurities ~~amended~~and ~~(the “~~Exchange Commission ~~Act”)~~that ~~were~~permit ~~not~~us ~~effective~~to asprovide ofonly ~~December~~management’s ~~31,~~report ~~2015,~~in ~~because~~this ofAnnual ~~the~~Report ~~material~~on ~~weaknesses~~Form ~~described below~~10-K.

~~Inherent~~ITEM ~~Limitations~~9B. ~~over~~OTHER ~~Internal Controls~~INFORMATION

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with UNone.S. generally accepted accounting principles (“GAAP”). Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Management’s~~Table ~~Annual~~Of ~~Report~~Contents ~~on Internal Control over Financial Reporting~~33

~~Our~~PART management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of our internal control over financial reporting based on the criteria set forth in Intern Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on their assessment, management has concluded that its internal control over financial reporting was not effective as of December 31, 2015.III

~~The~~ITEM ~~material~~10. ~~weaknesses in internal control over financial reporting were as follows: (a) we have limited entity-level controls~~DIRECTORS, ~~because~~EXECUTIVE ofOFFICERS ~~the~~AND ~~time~~CORPORATE constraints for our management team; (b) we have a lack of segregation of duties due to limited personnel; (c) we have not implemented adequate system-based and manual controls; and (d) we do not have an audit committee.GOVERNANCE

~~Remediation~~Following ~~Plan~~is a list of our officers and directors:

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 internal controls over financial reporting will be effective in the near future.

Name	Age	Position
Harold Hansen	68	President, Chief Executive Officer and Director
Richard Cole Dennard	38	Chief Financial Officer
Thomas H. Rockers	69	Corporate Secretary

~~Changes~~Our indirectors ~~Internal~~serve ~~Control~~as ~~over~~directors ~~Financial~~until ~~Reporting~~our next Annual Meeting of Stockholders and the election and qualification of the director’s respective successor or until the director’s earlier death, removal or resignation.

There ~~were~~are no ~~significant~~family ~~changes~~relationships tobetween ~~our~~any ~~internal~~of ~~control~~our ~~over~~former ~~financial reporting that occurred during the quarter ended December 31, 2015, that have materially affected~~ or ~~are~~current ~~reasonably likely~~officers toand ~~materially affect our internal control over financial reporting~~directors.

~~Table~~Following is biographical information of ~~Contents~~our 38current management:

~~This~~Harold ~~Annual~~(Hal) ~~Report~~Hansen: onPresident, ~~Form~~Chief 10Executive Officer and Director. Mr. Hansen was appointed to his positions in April 2014. Since September 2011, he has also been the founder, CEO and Managing Member of Énergie. He has held senior executive-Klevel ~~does~~positions ~~not~~in ~~include~~general anmanagement, ~~attestation~~marketing, sales ~~report~~management, and in product, market, and corporate development for major U. S. companies. Mr. Hansen has experience in international business projects in Canada, Mexico, Western Europe, and in the People's Republic of China. He has a broad background in the development and implementation of strategic and tactical marketing and business plans as well as in the development and delivery of the education, training, and communication programs needed to implement the plans. As a business consultant since 1983, he helped companies (ranging from divisions of large multi-national manufacturers and service organizations to start-ups) increase their sales volume and profitability. Along with a consulting engagement with Peerless Lighting, he has developed international lighting importing projects for Zumtobel/Staff and ERCO before becoming the temporary Vice President of Marketing and Sales for Focal Point Lighting. During these projects, he designed and implemented programs that established and implemented new or expanded entries of international lighting into the US market. Mr. Hansen devotes substantially all of his time to our ~~registered~~affairs. ~~public~~Mr. ~~accounting~~Hansen’s ~~firm~~experience as Energie’s founder qualifies him to serve on our board of directors.

~~regarding~~Richard ~~internal~~Cole ~~control~~Dennard: ~~over~~Chief ~~financial~~Financial ~~reporting~~Officer. ~~Management’s~~ ~~report~~Mr. ~~was~~Dennard ~~not~~acts ~~subject~~as toour ~~attestation~~Chief byFinancial ~~our~~Officer ~~registered~~on ~~public~~a contract basis since July 2014. He has worked with Énergie, LLC since early 2012. He is a seasoned accounting ~~firm~~and ~~pursuant~~finance toprofessional ~~rules~~with a diverse background in a variety of industries, including companies in the ~~Securities~~manufacturing, distribution, energy services, insurance and ~~Exchange~~professional services industries. Mr. Dennard worked ~~Commission~~in ~~that~~the ~~permit~~assurance uspractice toat ~~provide~~Deloitte & Touche LLP for seven years. For the last 7 years, Mr. Dennard has been a partner for a regional consulting firm. He devotes only ~~management’s~~such ~~report~~time inas ~~this~~necessary ~~Annual~~to ~~Report~~our onbusiness, ~~Form~~which ~~10-K~~does not exceed 20% of his business activities.

~~ITEM~~Thomas 9BH. ~~OTHER~~Rockers: ~~INFORMATION~~Corporate Secretary. Mr. Rockers was appointed as our Corporate Secretary in March 2015. Prior to his appointment, from 2003 through July 2012, when he retired, Mr. Rockers was the Chief Executive Officer of St. Anthony’s Medical Center, in St. Louis, MO, where he increased net revenues from $300 million, to $500 million. Mr. Rockers was also CEO of the Alliance in Denver, CO from 1998 to 2002, where he grew that company from $5 million to $40 million. Mr. Rockers received a Master of Health Care Administration from the University of Minnesota in 1972 and a Bachelor of Science degree from South Dakota State University in 1969. He devotes only such time as necessary to our business affairs, which is not expected to exceed 20% of his time.

~~None.~~Business Advisory Group:

~~Table~~Our Business Advisory Group is made up of ~~Contents~~selected 39professionals who will provide strategic and operational guidance to our executive team as well as the executives and managers of our subsidiaries. They are not employees, but will be contracted to perform specific projects as needed. We expect to utilize the expertise of this group in the event that we are able to secure external financing as discussed in “Part II, Item 7, Management’s Discussion and Analysis – Liquidity and Capital Resources”.

~~PART~~Table ~~III~~Of Contents 34

~~ITEM~~Philip 10Mercorella (72) Mr. ~~DIRECTORS~~Mercorella has extensive experience in public and private companies as well as with private equity firms. He served for 22 years with Herman Miller Inc., and ~~EXECUTIVE~~is ~~OFFICERS~~now ~~AND~~retired ~~CORPORATE~~from ~~GOVERNANCE~~that company. His positions ranged from Executive Vice- President, Herman Miller, Inc. (Parent Company) to being an Officer and Chief Executive of several subsidiaries. Mr. Mercorella’s private equity/operating partner involvements include Goldner, Hawn, Johnson & Morrison, Minneapolis, MN; Parallel Investment Partners, Dallas, TX; Genuity Capital Partners, Toronto, Canada; and Nicollet Capital Investors, Minneapolis, MN. He is currently serving as Chairman of the Board of Directors and operating partner with Flower Group Inc. (One Floral), Ontario, Canada. He holds degrees from St. Francis College, BBA Management and Pennsylvania State University, MBA Marketing. He has also been a faculty member at Penn State.

~~Following~~Andrew Hurry (48) Mr. Hurry is a ~~list~~senior banker with over 20 years of ~~our~~strategic ~~officers~~advisory and transactional experience. His strengths include applying a unique combination of a pragmatic scientific, engineering and ~~directors:~~finance background to complex situations across environmental, telecom, healthcare and other industries. Mr. Hurry is currently a FINRA Registered Representative with the Denver based investment bank The Yale Group. Prior to joining The Yale Group, Mr. Hurry was a principal at Grayson & Associates, a merchant banking firm focusing on medical related technology investments. Before Grayson, he was a Senior Project Manager in Europe for global environmental consulting firms with his role focusing on business development, environmental due diligence and natural resource development. Mr. Hurry holds an MBA from the University of London, England, an M.Sc. from University College London and a B.Sc. from the University of Glasgow, Scotland.

Name	Age	Position
Harold Hansen	67	President, Chief Executive Officer and Director
Richard Cole Dennard	37	Chief Financial Officer
Thomas H. Rockers	68	Corporate Secretary

Mitchell Kohn (62) Mr. Kohn is president of Mitchell B. Kohn Lighting Design, with Chicago area offices in Highland Park, Illinois, specializing in lighting design for corporate, commercial, institutional, and high-end residential environments. With over 30 years of experience, he has successfully completed over 500 projects throughout the world. In addition to consulting to corporations and architectural and design firms world-wide, Mr. Kohn is a frequent lecturer on various lighting subjects with courses registered with both the AIA and IIDA. He has been a consultant to several domestic and international lighting manufacturing companies, applying his expertise to product development and marketing. He has been published extensively on both technical subjects, as well as design projects, that have included discussions on glare control, energy saving techniques, task lighting, sustainability, and visual performance. He has been named a Fellow of both the International Association of Lighting Designers (IALD), and the Illuminating Engineering Society (IES), for which he served as Chairman of their Office Lighting Committee, responsible for developing and maintaining ANSI lighting standards for 15 years. He has served on the Board of Directors of the IALD, the IALD Education Trust, the National Council on Qualifications for the Lighting Professions (NCQLP), and Lightfair International. For his architectural lighting designs, Mr. Kohn has also been the recipient of the International Illumination Design Award of Distinction, and the IES Award of Excellence, their highest design award recognition, a General Electric Edison Award, an IALD Design Citation, and a U.S. Patent for developments in the field of task lighting. He also served as writer and editor of Lighting Focus, a quarterly lighting supplement to Interiors Magazine and Architecture Magazine.

~~Our~~There ~~directors~~are ~~serve~~no asagreements ~~directors~~or ~~until~~understandings ~~our~~for ~~next~~any ~~Annual~~of ~~Meeting~~our executive officers or directors to resign at the request of ~~Stockholders~~another person and no officer or director is acting on behalf of nor will any of them act at the ~~election~~direction of any other person. The offices of President, Chief Executive Officer, Treasurer, Chief Financial Officer and ~~qualification~~Secretary are appointed by our Board of ~~the~~Directors, ~~director~~with other officer’s ~~respective~~positions ~~successor~~being orfilled ~~until~~by appointment from our President and Chief Executive Officer. Directors are elected by our shareholders. Vacancies on the ~~director’s~~Board ~~earlier~~of ~~death,~~Directors ~~removal~~may be filled by majority vote from the remaining members of the Board of Directors or by a majority vote of our shareholders; in each case directors serve until their earlier resignation or their successors are duly elected and qualified.

~~There~~Director ~~are no family relationships between any of our former or current officers and directors.~~Independence

~~Following~~We are not an issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system, which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is ~~biographical~~not ~~information~~considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, Harold Hansen, our ~~current~~sole ~~management:~~director, would not be considered independent.

~~Harold~~Table ~~(Hal)~~Of ~~Hansen:~~Contents President, Chief Executive Officer and Director. Mr. Hansen was appointed to his positions in April 2014. Since September 2011, he has also been the founder, CEO and Managing Member of Énergie. He has held senior executive-level positions in general management, marketing, sales management, and in product, market, and corporate development for major U. S. companies. Mr. Hansen has experience in international business projects in Canada, Mexico, Western Europe, and in the People's Republic of China. He has a broad background in the development and implementation of strategic and tactical marketing and business plans as well as in the development and delivery of the education, training, and communication programs needed to implement the plans. As a business consultant since 1983, he helped companies (ranging from divisions of large multi-national manufacturers and service organizations to start-ups) increase their sales volume and profitability. Along with a consulting engagement with Peerless Lighting, he has developed international lighting importing projects for Zumtobel/Staff and ERCO before becoming the temporary Vice President of Marketing and Sales for Focal Point Lighting. During these projects he designed and implemented programs that established and implemented new or expanded entries of international lighting into the US market. Mr. Hansen devotes substantially all of his time to our affairs. Mr. Hansen’s experience as Energie’s founder qualifies him to serve on our board of directors.35

~~Richard~~Board Cole Dennard: Chief Financial Officer. Mr. Dennard acts as our Chief Financial Officer on a contract basis since July 2014. He has worked with Énergie, LLC since early 2012. He is a seasoned accounting and finance professional with a diverse background in a variety of industries, including companies in the manufacturing, distribution, energy services, insurance and professional services industries. Mr. Dennard worked in the assurance practice at Deloitte & Touche LLP for seven years. For the last 6 years, Mr. Dennard has been a partner for a regional consulting firm. He devotes only such time as necessary to our business, which does not exceed 20% of his business activities.Committees

~~Thomas~~We H.presently ~~Rockers:~~do ~~Corporate~~not ~~Secretary.~~have ~~Mr.~~an ~~Rockers~~audit committee, compensation ~~was~~committee ~~appointed~~or nominating committee, or committees performing similar functions, as our ~~Corporate~~management ~~Secretary~~believes inthat ~~March~~until ~~2015.~~this ~~Prior~~point it tohas ~~his~~been ~~appointment,~~premature ~~from~~at ~~2003~~the ~~through~~early ~~July~~stage ~~2012~~of our management and business development to form committees. However, ~~when~~our henew management ~~retired~~plans to form an audit, ~~Mr.~~compensation ~~Rockers~~and ~~was~~nominating committee in the ~~Chief~~near ~~Executive~~future; ~~Officer~~the implementation of ~~St.~~which ~~Anthony’s~~is ~~Medical~~likely ~~Center,~~to be in Stconnection with our next contemplated acquisition. ~~Louis,~~We ~~MO,~~envision ~~where~~that hethe audit committee will be primarily responsible for reviewing ~~increased~~the ~~net~~services ~~revenues~~performed ~~from~~by ~~$300~~our ~~million,~~independent toauditors ~~$500~~and ~~million.~~evaluating ~~Mr.~~our ~~Rockers~~accounting ~~was~~policies ~~also~~and ~~CEO~~system of internal controls. We envision that the ~~Alliance~~compensation incommittee ~~Denver,~~will CObe ~~from~~primarily ~~1998 to~~responsible ~~2002,~~for ~~where~~reviewing heand ~~grew~~approving ~~that~~our ~~company~~salary ~~from~~and $5benefits ~~million~~policies (including tostock ~~$40~~options) ~~million.~~and Mrother compensation of our executive officers. ~~Rockers~~The ~~received~~nominating acommittee ~~Master~~would ofbe ~~Health~~primarily ~~Care~~responsible ~~Administration~~for ~~from~~nominating directors and setting policies and procedures for the ~~University~~nomination of ~~Minnesota~~directors. inThe ~~1972~~nominating ~~and~~committee awould ~~Bachelor~~also be ofresponsible ~~Science~~for ~~degree~~overseeing ~~from~~the ~~South~~creation ~~Dakota~~and ~~State~~implementation ~~University in~~of ~~1969~~our corporate governance policies and procedures. HeUntil ~~devotes~~these committees ~~only~~are ~~such~~established, ~~time~~these asdecisions ~~necessary~~will continue to be made by our ~~business~~board. ~~affairs,~~Although ~~which~~our isboard has not ~~expected~~established toany minimum ~~exceed~~qualifications ~~20%~~for ofdirector ~~his~~candidates, ~~time~~when considering potential director candidates, our board considers the candidate’s character, judgment, skills.

~~Business~~We ~~Advisory~~do ~~Group:~~not have a charter governing the nominating process. Our sole director will initially perform the functions of a nominating committee, but is not independent because he is also an officer. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. Our Board does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.

~~Our~~Section ~~Business~~16(a) ~~Advisory Group is made up of selected professionals~~Beneficial ~~who~~Ownership ~~will~~Reporting provide strategic and operational guidance to our executive team as well as the executives and managers of our subsidiaries. They are not employees, but will be contracted to perform specific projects as needed.Compliance

~~Table~~Section 16(a) of ~~Contents~~the 40Exchange Act requires our officers and directors and persons owning more than ten percent of the common stock, to file initial reports of ownership and changes in ownership with the SEC. Additionally, Item 405 of Regulation S-K under the Exchange Act requires us to identify in our Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. To our knowledge, based solely upon our review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2016, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

~~Philip~~Code Mercorella (71) Mr. Mercorella has extensive experience in public and private companies as well as with private equity firms. He served for 22 years with Herman Miller Inc., and is now retired from that company. His positions ranged from Executive Vice- President, Herman Miller, Inc. (Parent Company) to being an Officer and Chief Executive of several subsidiaries. Mr. Mercorella’s private equity/operating partner involvements include Goldner, Hawn, Johnson & Morrison, Minneapolis, MN; Parallel Investment Partners, Dallas, TX; Genuity Capital Partners, Toronto, Canada; and Nicollet Capital Investors, Minneapolis, MN. He is currently serving as Chairman of the Board of Directors and operating partner with Flower Group Inc. (One Floral), Ontario, Canada. He holds degrees from St. Francis College, BBA Management and Pennsylvania State University, MBA Marketing. He has also been a faculty member at Penn State.Ethics

~~Andrew~~Our ~~Hurry~~board ~~(47) Mr. Hurry is a senior banker with over 20 years~~ of ~~strategic~~directors ~~advisory~~has ~~and~~not ~~transactional~~adopted ~~experience. His strengths include applying~~ a ~~unique~~code ~~combination~~ of ~~a pragmatic~~ethics ~~scientific,~~but ~~engineering~~plans ~~and finance background~~ to ~~complex~~do ~~situations~~so across environmental, telecom, healthcare and other industries. Mr. Hurry is currently a FINRA Registered Representative with the Denver based investment bank The Yale Group. Prior to joining The Yale Group, Mr. Hurry was a principal at Grayson & Associates, a merchant banking firm focusing on medical related technology investments. Before Grayson, he was a Senior Project Manager in ~~Europe for global environmental consulting firms with his role focusing on business development, environmental due diligence and natural resource development. Mr. Hurry holds an MBA from~~ the ~~University~~ ofnear ~~London, England, an M~~future.~~Sc. from University College London and a B.Sc. from the University of Glasgow, Scotland.~~

~~Mitchell~~Table ~~Kohn~~Of ~~(61)~~Contents Mr. Kohn is president of Mitchell B. Kohn Lighting Design, with Chicago area offices in Highland Park, Illinois, specializing in lighting design for corporate, commercial, institutional, and high-end residential environments. With over 30 years of experience, he has successfully completed over 500 projects throughout the world. In addition to consulting to corporations and architectural and design firms world-wide, Mr. Kohn is a frequent lecturer on various lighting subjects with courses registered with both the AIA and IIDA. He has been a consultant to several domestic and international lighting manufacturing companies, applying his expertise to product development and marketing. He has been published extensively on both technical subjects, as well as design projects, that have included discussions on glare control, energy saving techniques, task lighting, sustainability, and visual performance. He has been named a Fellow of both the International Association of Lighting Designers (IALD), and the Illuminating Engineering Society (IES), for which he served as Chairman of their Office Lighting Committee, responsible for developing and maintaining ANSI lighting standards for 15 years. He has served on the Board of Directors of the IALD, the IALD Education Trust, the National Council on Qualifications for the Lighting Professions (NCQLP), and Lightfair International. For his architectural lighting designs, Mr. Kohn has also been the recipient of the International Illumination Design Award of Distinction, and the IES Award of Excellence, their highest design award recognition, a General Electric Edison Award, an IALD Design Citation, and a U.S. Patent for developments in the field of task lighting. He also served as writer and editor of Lighting Focus, a quarterly lighting supplement to Interiors Magazine and Architecture Magazine.36

~~There~~ITEM are no agreements or understandings for any of our executive officers or directors to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person11. ~~The~~EXECUTIVE offices of President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary are appointed by our Board of Directors, with other officer’s positions being filled by appointment from our President and Chief Executive Officer. Directors are elected by our shareholders. Vacancies on the Board of Directors may be filled by majority vote from the remaining members of the Board of Directors or by a majority vote of our shareholders; in each case directors serve until their earlier resignation or their successors are duly elected and qualified.COMPENSATION

~~Director~~The ~~Independence~~following table provides certain information regarding compensation awarded to, earned by or paid to persons serving as our Chief Executive Officer during the years ended December 31, 2016 and 2015. We had no other highly compensated officers or employees who had total compensation exceeding $100,000 for the year ended December 31, 2016 and 2015 (each a “named executive officer”).

~~We are not an issuer whose securities are listed on a national~~Summary ~~securities~~Compensation exchange, or an inter-dealer quotation system, which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition, Harold Hansen, our sole director, would not be considered independent.Table

Table of Contents 41

Salary

Bonus

Option Awards

All Other Compensation

Total

Name and Principal Position

Year

($)

Harold (Hal) Hansen ⁽¹⁾

President, Chief Executive Officer and Director

2015

2016

150,000

75,000

225,000

~~Board~~(1) ~~Committees~~This compensation has been accrued and remains unpaid as of the date of this Report.

WeEmployment presently do not have an audit committee, compensation committee or nominating committee, or committees performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form committees. However, our new management plans to form an audit, compensation and nominating committee in the near future; the implementation of which is likely to be in connection with our next contemplated acquisition. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and system of internal controls. We envision that the compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. Until these committees are established, these decisions will continue to be made by our board. Although our board has not established any minimum qualifications for director candidates, when considering potential director candidates, our board considers the candidate’s character, judgment, skills.Agreements

WePrior doto ~~not~~the ~~have~~closing aof ~~charter governing~~ the ~~nominating~~Share ~~process.~~Exchange ~~Our~~and in ~~sole~~anticipation ~~director will initially perform the functions~~ of ~~a nominating committee~~closing, ~~but~~we isentered ~~not~~into ~~independent because he is also~~ an ~~officer. There~~employment ~~has~~agreement ~~not been any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. Our Board does not believe that a defined policy~~ with ~~regard~~Harold ~~to the consideration of candidates recommended by stockholders is necessary at this time because~~Hansen, ~~given the early stages of~~ our ~~development,~~President ~~a specific nominating policy would be premature~~ and ofChief ~~little assistance until our business operations are at a more advanced level~~Executive Officer.

~~Section~~Mr. Hansen’s current employment agreement became ~~16(~~effective April 1, 2014 and is for a) ~~Beneficial~~term ~~Ownership~~of ~~Reporting~~three ~~Compliance~~years. The agreement provides for an annual salary of $150,000 per year with increases each year if trailing twelve-month sales meet or exceed certain levels. Mr. Hansen is subject to 18 month non-compete / non-solicitation provisions following termination of his employment with us. In addition, he is eligible to receive a three-year severance package equal to his current compensation at the time of termination in the event of a termination without cause, as defined therein.

~~Section~~We ~~16(~~have entered into an independent contractor agreement with NOW CFO, a) ofDenver, ~~the~~Colorado-based ~~Exchange~~financial ~~Act~~consulting ~~requires~~firm, to provide our ~~officers~~Treasurer and ~~directors and~~Chief ~~persons~~Financial ~~owning~~Officer, ~~more~~Richard Cole ~~than~~Dennard. ~~ten~~The ~~percent~~charges offor ~~the~~these ~~common~~services ~~stock,~~are payable to ~~file~~NOW ~~initial~~CFO, ~~reports~~the offirm ~~ownership~~that ~~and~~employs ~~changes~~Mr. inDennard. We ~~ownership~~do ~~with the~~not ~~SEC~~pay Mr. Dennard ~~Additionally,~~directly ~~Item~~and ~~405~~are ofnot ~~Regulation S-K~~directly ~~under~~involved ~~the~~with ~~Exchange~~his ~~Act~~compensation ~~requires~~as usthis tois ~~identify~~agreed into ~~our~~between ~~Form~~NOW ~~10-K~~CFO and ~~proxy~~Mr. Dennard. ~~statement~~For ~~those~~the ~~individuals~~year ~~for~~ended ~~whom~~December ~~one~~31, of2016 ~~the~~and ~~above~~2015, ~~referenced~~respectively, ~~reports~~we ~~was~~incurred ~~not~~$379,695 ~~filed~~and on$217,053 afor ~~timely~~services ~~basis~~provided ~~during~~by ~~the~~NOW ~~most recent~~CFO, ~~year~~which orinclude ~~prior years~~Mr. ToDennard’s ~~our~~services ~~knowledge,~~as ~~based~~well ~~solely~~as ~~upon~~several ~~our~~other ~~review~~accounting ofpositions. We ~~the~~paid ~~copies~~a total of ~~such~~$7,500 ~~reports~~and $0 ~~furnished~~ to ~~us,~~NOW CFO during the ~~fiscal~~ ~~year~~years ended December 31, 2016 and 2015, ~~all~~respectively. ~~Section~~See ~~16(a)~~“Part ~~filing~~III, ~~requirements~~Item ~~applicable~~13. toCertain ~~our officers, directors~~ Relationships and ~~greater~~Related ~~than 10%~~Party ~~beneficial~~Transactions ~~owners~~and ~~were~~Director ~~complied~~Independence” ~~with,~~for ~~except~~amounts ~~that,~~owed ato ~~Form~~NOW 3CFO ~~was~~as ~~filed~~of ~~late~~December ~~for~~31, ~~Thomas~~2016 ~~Rockers~~and 2015.

~~Code~~Table ofOf ~~Ethics~~Contents 37

~~Our~~Equity ~~board~~Compensation ~~of directors has not adopted a code of ethics but plans to do so in the near future.~~Plan

~~ITEM~~We 11have adopted the Energie Holdings, Inc. ~~EXECUTIVE~~2014 ~~COMPENSATION~~Stock Option Plan and have reserved 5,100,000 shares of issuance thereunder (the “Plan”). The Plan includes awards that qualify as performance-based compensation that is exempt from the deduction limitation set forth under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain exceptions, Section 162(m) generally limits the corporate income tax deductions to $1,000,000 annually for compensation paid to each of the Chief Executive Officer and our other six highest paid executive officers required to be reported under the proxy disclosure rules.

~~The~~As ~~following~~of ~~table~~the ~~provides~~date ~~certain~~of ~~information~~this ~~regarding~~report ~~compensation awarded~~no ~~to,~~shares ~~earned by~~ or ~~paid~~options to purchase ~~persons~~any ~~serving~~shares ashave ~~our~~been ~~Chief~~granted. ~~Executive~~We ~~Officer~~believe ~~during~~that the ~~years~~Plan ~~ended~~will ~~December~~be 31an important factor in attracting, ~~2015~~retaining and ~~2014.~~motivating Weour ~~had~~employees, noconsultants, ~~other~~agents, ~~highly~~and ~~compensated~~directors. ~~officers~~We orbelieve ~~employees~~that ~~who~~we ~~had~~need ~~total~~the ~~compensation~~flexibility ~~exceeding~~both ~~$100,000~~to ~~for~~have ~~the~~an ~~year~~ongoing ~~ended~~reserve ~~December~~of ~~31,~~common ~~2015~~stock available for future equity-based awards, and ~~2014~~to ~~(each~~make future awards in a ~~“named~~variety ~~executive~~of ~~officer”)~~forms.

~~Summary~~Outstanding ~~Compensation~~Equity ~~Table~~Awards at Fiscal Year-End

		Salary	Bonus	Option Awards	All Other Compensation	Total
Name and Principal Position	Year	($)	($)	($)	($)	($)
Harold (Hal) Hansen (1) President, Chief Executive Officer and Director	2014 2015	156,000 150,000	100,000 75,000	—	—	256,000 225,000

None.

~~(1)~~Director ~~This compensation has been accrued and remains unpaid as of the date of this Report.~~Compensation

~~Table~~We did not pay any compensation to directors for service on the board of ~~Contents~~directors 42during the year ended December 31, 2016.

~~Employment~~ITEM ~~Agreements~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Prior~~The tofollowing table sets forth certain information regarding the ~~closing~~ownership of common stock as of the ~~Share~~date ~~Exchange~~of ~~and~~this inReport, ~~anticipation~~by (i) each person known to us to own more than 5% of our outstanding common stock as of ~~closing~~the date of this Report, we(ii) ~~entered~~each ~~into~~of ~~employment~~our ~~agreements~~directors, ~~with~~(iii) ~~Harold~~each ~~Hansen~~of our executive officers, and (iv) all of our ~~President~~directors and ~~Chief~~executive ~~Executive~~officers ~~Officer~~as a group. Unless otherwise indicated, all shares are owned directly and ~~Lee~~the ~~Barratt,~~indicated person ~~our~~has ~~former~~sole ~~Corporate~~voting ~~Secretary~~and investment power.

Mr. Hansen’s current employment agreement became effective April 1, 2014 and is for a term of three years. The agreement provides for an annual salary of $150,000 per year with increases each year if trailing twelve month sales meet or exceed certain levels. Mr. Hansen is subject to 18 month non-compete / non-solicitation provisions following termination of his employment with us. In addition, he is eligible to receive a three year severance package equal to his current compensation at the time of termination in the event of a termination without cause, as defined therein.

~~We have entered into an independent contractor agreement with NOW CFO, a Denver, Colorado-based financial consulting firm, to provide our Treasurer and Chief Financial Officer, Richard Cole Dennard.~~———————

~~Equity~~(1) ~~Compensation~~Officer ~~Plan~~and/or director of our Company.

WeITEM ~~have adopted the Energie Holdings, Inc~~13. ~~2014~~CERTAIN ~~Stock~~RELATIONSHIPS ~~Option Plan~~AND ~~and~~RELATED ~~have~~TRANSACTIONS ~~reserved~~AND ~~5,100,000~~DIRECTOR shares of issuance thereunder (the “Plan”). The Plan includes awards that qualify as performance-based compensation that is exempt from the deduction limitation set forth under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain exceptions, Section 162(m) generally limits the corporate income tax deductions to $1,000,000 annually for compensation paid to each of the Chief Executive Officer and our other six highest paid executive officers required to be reported under the proxy disclosure rules.INDEPENDENCE

AsRelated ofParty the date of this report no shares or options to purchase any shares have been granted. We believe that the Plan will be an important factor in attracting, retaining and motivating our employees, consultants, agents, and directors. We believe that we need the flexibility both to have an ongoing reserve of common stock available for future equity-based awards, and to make future awards in a variety of forms. Transactions

~~Outstanding~~The ~~Equity~~following ~~Awards~~includes a summary of transactions since the beginning of our 2015 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at ~~Fiscal~~year ~~Year~~end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-~~End~~length transactions.

~~None.~~Table Of Contents 38

~~Director~~Notes ~~Compensation~~Payable to Related Parties

WeThe ~~did~~following ~~not~~summarizes ~~pay~~the ~~any~~terms ~~compensation~~and tobalances ~~directors for service on the board~~ of ~~directors during~~ the related ~~year~~party ~~ended December 31, 2015.~~notes:

Table of Contents 43

	December 31, 2016	December 31, 2015	Interest Rate
D1	$ 4,635,865	$ 4,120,465	various
D2	--	528,214	various
D3	34,888	34,888	12%
D4	356,550	280,800	various
D5	668,176	668,176	18%
D6	1,024,500	--	6%
Total	$ 6,719,979	$ 5,632,543

~~ITEM~~D1 12– Symbiote, Inc. ~~SECURITY~~is ~~OWNERSHIP~~one OFof ~~CERTAIN~~our ~~BENEFICIAL~~shareholders. We ~~OWNERS~~also ~~AND~~incur ~~MANAGEMENT~~approximately ~~AND~~$150,000 ~~RELATED~~annually ~~STOCKHOLDER~~for ~~MATTERS~~rent expense with them. According to one of the note agreements with them, the note holder may, at its option at any time after default, proceed to convert any remaining balance of the notes to equity at a rate equal to the proportion of the remaining balance of the note divided by $4,000,000 enterprise value. This note was considered to be in default as of December 31, 2016; therefore, the note holder has the right to exercise the conversion option, but has not yet elected to do so. We evaluated this agreement for derivatives and determined that it does not qualify for derivative treatment for financial reporting purposes, because the agreement relates to our own equity and, the debt and the equity are not closely related. We also determined this does not qualify as a beneficial conversion feature. Accordingly, the balance is reported at the carrying amount. In addition, we entered into several additional notes with Symbiote between February 2015 and June 2016 which are included in this amount. We also owe Symbiote $315,815 in accounts payable.

~~The~~D2 ~~following~~– ~~table~~Joe ~~sets~~Durzo ~~forth~~is ~~certain~~a ~~information~~shareholder ~~regarding the~~and ~~ownership of common stock as of the date of this Report, by (i) each person known to us to own more than 5% of our~~former ~~outstanding~~employee. ~~common~~He ~~stock~~is asno oflonger ~~the~~considered ~~date of this Report, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as~~ a ~~group.~~related ~~Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power~~party.

Title of Class	Name and Address Of Beneficial Owner	Amount and Nature Of Beneficial Ownership	Percent Of Class
Common	Harold Hanson(1) 4885 Ward Road Suite 300 Wheat Ridge, CO 80033	11,696,631	10.27%
Common	Symbiote, Inc. 300 North Centennial Street Zeeland, Michigan 49464	6,930,940	6.08%
Common	All Officers and Directors as a Group (1 person)	11,696,631	10.27%

D3 – Harold (Hal) Hansen is our chief executive officer (“CEO”). We also owe Hal $700,391 in accrued compensation and expense incurred on behalf of the company.

~~———————~~ D4 – Julianne Larsen is the spouse of our CEO. This debt is held by a trust for which Ms. Larsen is the trustee.

D5 – NOW CFO is the consulting firm that employs our Chief Financial Officer (1“CFO”). ~~Officer~~We ~~and/or~~also ~~director~~owe ofNOW ~~our~~CFO ~~Company~~$436,786 in accounts payable.

~~ITEM~~D6 ~~13.~~– ~~CERTAIN~~Travis ~~RELATIONSHIPS~~and ~~AND~~Sandra ~~RELATED~~Randolph ~~TRANSACTIONS~~are ~~AND~~the ~~DIRECTOR~~principal shareholders ~~INDEPENDENCE~~of Symbiote, Inc.

~~Related~~There ~~Party~~are ~~Transactions~~no other related party transactions that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.

~~The~~Table ~~following~~Of ~~includes~~Contents a summary of transactions since the beginning of our 2014 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.39

~~Notes~~ITEM ~~Payable~~14. toPRINCIPAL ~~Related~~ACCOUNTING ~~Parties~~FEES AND SERVICES

~~The~~Fees ~~following~~Paid ~~summarizes~~to ~~the terms~~Independent ~~and~~Registered ~~balances~~Public ofAccounting ~~the~~Firms ~~related party notes:~~

	December 31, 2015		December 31, 2014		Interest Rate
D1	$	4,120,465	$	3,152,231		6	%
D2		528,214		497,130		12	%
D3		34,888		34,888		12	%
D4		280,800		156,500		24	%
D5		668,176		—		18	%
Total	$	5,632,543	$	3,840,749

The following table presents fees for professional audit services rendered by B F Borgers CPA PC, our independent accountant, during our fiscal years ended December 31, 2016 and 2015:

Table of Contents 44

	December 31, 2016		December 31, 2015
Audit fees	$	34,119	$	32,900
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—
Total	$	34,119	$	32,900

D1Audit –Fees: ~~Symbiote,~~Consists ~~Inc. is one~~ of ~~our~~amounts ~~principal shareholders.~~billed ~~We also incur approximately $150,000 annually~~ for ~~rent expense with them. According to the note agreement, the~~professional ~~note~~services ~~holder~~rendered ~~may,~~for ~~at its option at any time after default, proceed to convert any remaining balance of~~ the ~~notes~~audit ~~to equity at a rate equal to the proportion~~ of ~~the~~our ~~remaining~~annual ~~balance~~financial ofstatements ~~the~~included ~~note~~in ~~divided~~our byAnnual ~~$4,000,000~~Reports ~~enterprise~~on ~~value.~~Forms ~~The~~10-K ~~note~~for ~~was~~our fiscal ~~considered~~years toended ~~be in default as of~~ December 31, ~~2013;~~2016 ~~therefore,~~and ~~the~~2015 ~~note holder has the right to exercise the conversion option, but has not yet elected to do so. We evaluated the agreement for derivatives~~ and ~~determined~~reviews ~~that~~of itour ~~does~~interim ~~not qualify for derivative treatment for~~ financial ~~reporting~~statements ~~purposes,~~included ~~because~~in ~~the agreement relates to~~ our ~~own~~Quarterly ~~equity~~Reports ~~and,~~on ~~the debt and~~Form ~~the equity are not closely related~~10-Q. ~~We also determined this does not qualify as a beneficial conversion feature. Accordingly, the balance is reported at the carrying amount.~~

D2Tax –Fees: ~~Joe~~Consists ~~Durzo~~of isamounts abilled ~~shareholder~~for professional services rendered for tax return preparation, tax planning and ~~employee~~tax advice.

D3All –Other ~~Harold~~Fees: ~~(Hal)~~Consists ~~Hansen~~of amounts billed for isservices ~~our~~other ~~chief~~than ~~executive~~those ~~officer~~noted ~~(“CEO”)~~above.

D4We –do ~~Julianne~~not ~~Larsen~~have isan ~~the~~audit committee and as a result our ~~spouse~~entire board of ~~our~~directors ~~CEO~~performs the duties of an audit committee. ~~This~~Our ~~debt~~board isof ~~held~~directors byevaluates athe ~~trust~~scope ~~for~~and ~~which~~cost ~~Ms.~~of ~~Larsen~~the engagement isof an auditor before the ~~trustee~~auditor renders audit and non-audit services.

D5Table –Of ~~NOW~~Contents ~~CFO is the consulting firm that employs our Chief Financial Officer (“CFO”).~~40

~~There~~PART ~~are no other related party transactions that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.~~ IV

ITEM 1415. ~~PRINCIPAL~~EXHIBITS, ~~ACCOUNTING~~FINANCIAL ~~FEES~~STATEMENT ~~AND SERVICES~~SCHEDULES

~~Fees Paid~~The tofollowing ~~Independent~~exhibits ~~Registered~~are ~~Public~~included ~~Accounting Firms~~ herewith:

The following table presents fees for professional audit services rendered by B F Borgers CPA PC, our independent accountant, during our fiscal years ended December 31, 2015 and 2014:

Exhibit No.		Description

21.1		List of Subsidiaries
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase*

101.DEF		XBRL Taxonomy Extension Definition Linkbase*

101.LAB		XBRL Taxonomy Extension Label Linkbase*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase*

(*) Filed Herewith

	December 31, 2015		December 31, 2014
Audit fees	$	32,900	$	37,800
Audit related fees		—		28,550
Tax fees		—		—
All other fees		—		—
Total	$	32,900	$	66,350

The following exhibits have previously been filed with the Securities and Exchange Commission by the Registrant on the dates indicated.

~~Audit~~Table ~~Fees:~~Of ~~Consists~~Contents of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2015and 2014 and reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.41

Tax Fees: Consists of amounts billed for professional services rendered for tax return preparation, tax planning and tax advice.

Exhibit Number			Description

2.1	–		Stock Purchase Agreement by and between the Registrant and The Kennedy Company, dated as of February 5, 2004 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated as of February 20, 2004)

2.2	–		Agreement and Plan of Merger by and between the Registrant, SRI Acquisition Corp. and Larscom Incorporated, dated as of April 28, 2004 (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus, dated June 24, 2004, forming a part of Verilink’s Registration Statement on Form S-4 (File No. 333-116472)

3.1	–		Certificate of Incorporation of Energie Holdings, Inc. (incorporated by reference to Current Reports on Form 8-K dated as of June 10, 2014 and July 2, 2014)

3.2	–		Bylaws of Energie Holdings, Inc. (incorporated by reference to Current Reports on Form 8-K dated as of June 10, 2014 and July 2, 2014)

3.3	–		Certificate of Amendment to Certificate of Incorporation of Energie Holdings, Inc. filed September 18, 2014

3.4	–		Articles of Amendment of ExeLED Holdings Inc. filed December 4, 2015

10.38		–	Share Exchange Agreement dated December 31, 2013 between Alas Aviation Corp. and OELC LLC, and Shareholders of OELC LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated as of December 31, 2013)

10.39		–	Agreement and Plan of Merger dated January 27, 2014 between Alas Aviation Corp., Alas Acquisition Company and Energie Holdings, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K and Form 8-K/A dated as of January 27, 2014)

10.40		–	Investment Agreement dated July 16, 2014 between Energie Holdings, Inc. and Dutchess Opportunity Fund, II, LP (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated as of July 16, 2014)

10.41		–	Registration Rights Agreement dated July 16, 2014 between Energie Holdings, Inc. and Dutchess Opportunity Fund, II, LP (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated as of July 16, 2014)

~~All~~Table ~~Other~~Of ~~Fees:~~Contents ~~Consists of amounts billed for services other than those noted above.~~42

We do not have an audit committee and as a result our entire board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.SIGNATURES

~~Table~~Pursuant to the requirements of ~~Contents~~Section 4513 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

~~PART~~Dated: IVApril 17, 2017 EXELED HOLDINGS INC. By: __/s/ Harold Hansen________ Harold Hansen, Principal Executive Officer By: __/s/ Richard Cole Dennard__ Richard Cole Dennard, Principal Financial and Accounting Officer

~~ITEM~~Pursuant ~~15.~~to ~~EXHIBITS~~the requirements of the Securities Exchange Act of 1934, ~~FINANCIAL~~this ~~STATEMENT~~report ~~SCHEDULES~~has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 17, 2017.

~~The~~__/s/ ~~following~~Harold ~~exhibits are included herewith:~~Hansen________

Exhibit No.		Description
	21.1	List of Subsidiaries
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

Harold Hansen,

~~The~~Chief ~~following~~Executive ~~exhibits~~Officer ~~have previously been filed with the Securities~~ and ~~Exchange Commission by the Registrant on the dates indicated.~~Director

Exhibit Number		Description
	2.1	Stock Purchase Agreement by and between the Registrant and The Kennedy Company, dated as of February 5, 2004 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated as of February 20, 2004)
	2.2	Agreement and Plan of Merger by and between the Registrant, SRI Acquisition Corp. and Larscom Incorporated, dated as of April 28, 2004 (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus, dated June 24, 2004, forming a part of Verilink’s Registration Statement on Form S-4 (File No. 333-116472)
	3.1	Certificate of Incorporation of Energie Holdings, Inc. (incorporated by reference to Current Reports on Form 8-K dated as of June 10, 2014 and July 2, 2014)
	3.2	Bylaws of Energie Holdings, Inc. (incorporated by reference to Current Reports on Form 8-K dated as of June 10, 2014 and July 2, 2014)
	3.3	Certificate of Amendment to Certificate of Incorporation of Energie Holdings, Inc. filed September 18, 2014
	3.4	Articles of Amendment of ExeLED Holdings Inc. filed December 4, 2015
	10.38	Share Exchange Agreement dated December 31, 2013 between Alas Aviation Corp. and OELC LLC, and Shareholders of OELC LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated as of December 31, 2013)
	10.39	Agreement and Plan of Merger dated January 27, 2014 between Alas Aviation Corp., Alas Acquisition Company and Energie Holdings, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K and Form 8-K/A dated as of January 27, 2014)
	10.40	Investment Agreement dated July 16, 2014 between Energie Holdings, Inc. and Dutchess Opportunity Fund, II, LP (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated as of July 16, 2014)
	10.41	Registration Rights Agreement dated July 16, 2014 between Energie Holdings, Inc. and Dutchess Opportunity Fund, II, LP (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated as of July 16, 2014)

(principal executive officer)

~~Table~~__/s/ ofRichard ~~Contents~~Cole 46Dennard__

~~SIGNATURES~~Richard Cole Dennard, Chief Financial Officer (principal financial and accounting officer)

~~Pursuant~~Table toOf ~~the~~Contents ~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.~~43

Dated: April 14, 2016 EXELED HOLDINGS, INC. By: /s/ Harold Hansen________ Harold Hansen, Principal Executive Officer By: /s/ Richard Cole Dennard__ Richard Cole Dennard, Principal Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 14, 2016.

/s/ Harold Hansen

Harold Hansen,

Chief Executive Officer and Director

(principal executive officer)

/s/ Richard Cole Dennard

Richard Cole Dennard,

Chief Financial Officer

(principal financial and accounting officer)

Table of Contents 47

Year ending December 31,

Filing Compare · ExeLED Holdings Inc.