As filed with the Securities and Exchange Commission on Feburary 7 , 2014

Registration No. 333-185956

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM S-1

Amendment # 6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________________________

Halex Energy Corp

(Exact Name of Registrant as Specified in Its Charter)

Nevada		4911		27-4720497
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

9190 Double Diamond Parkway Reno, NV 89521 Telephone: (916) 293-6337		Laughlin Associates, Inc. 2533 N Carson Street Carson City, Nv 89706 Telephone: 1-800-648-0966
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices)		(Name, address and telephone number of agent for service)

Copies to:

Andrew Grundman

Attorney at Law

1017 L Street 201

Sacramento, CA 95814

Phone: 916-273-4811

Fax: 916-273-4816

E-Mail: ag@grundmanlaw.com

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered				Proposed maximum offering price per unit				Proposed maximum aggregate offering price				Amount of registration fee
Common			6,000,000			$	.50 [1	]		$	3,000,000			$	409.20

[1] No exchange or over-the-counter market exists for Halex Energy Corp’s common stock. The offering price has been arbitrarily determined and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

[2] Fee calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended “Securities Act” (Estimated for the sole purpose of calculating the registration fee).

THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

SUBJECT TO COMPLETION, DATED ___________, 2014

6,000,000 Shares of Common Stock

_____________________________________________

Halex Energy Corp is offering up to 6,000,000 common shares with a par value of $0.0001 at an offering price of $.50 per share. There is currently no public market for the common stock, moreover,

1.	This is a "self-underwritten" public offering, with no minimum purchase requirement

2.	Halex Energy Corp. is not using an underwriter for this offering; and

3.	There is no arrangement to place the proceeds from this offering in an escrow, trust or similar account.

Our current Officer and Director Mr. Jeffery M. Lamberson will attempt to sell the shares on a best efforts basis for a period of up to twelve months from the effective date of this registration statement. The offering is not contingent upon any event or the sale of a minimum or maximum number of shares.

This offering involves a high degree of risk; see "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of the common stock.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Please refer to discussions under “Prospectus Summary,” “Risk Factors,” and “Management’s Discussion and Analysis” herein of how and when we may lose emerging growth company status and the various exemptions that are available to us.

Halex Energy Corp, Inc. is a development stage company and currently has no operations. The Company has nominal operations and nominal assets, as such under Rule 144(i)(1) we are defined as a shell company. There is a high degree of risk involved with any investment in the shares offered herein. You should only purchase shares if you can afford a loss of your entire investment. Our independent auditor has issued an audit opinion for Halex Energy Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. As of the date of this prospectus, our stock is presently not traded on any market or securities exchange. Further, there is no assurance that a trading market for our securities will ever develop.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is _________, 2014

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS		5
PROSPECTUS SUMMARY		6
RISK FACTORS AND UNCERTAINTIES		8
USE OF PROCEEDS		15
DETERMINATION OF OFFERING PRICE		16
DILUTION		16
PLAN OF DISTRIBUTION		17
DESCRIPTION OF SECURITIES TO BE REGISTERED		17
INTEREST OF NAMED EXPERTS AND COUNSEL		19
DESCRIPTION OF THE BUSINESS		19
DESCRIPTION OF PROPERTY		25
LEGAL PROCEEDINGS		25
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS		26
FINANCIAL STATEMENTS		31
MANAGEMENT’S DISCUSSION AND ANALYSIS		53
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		58
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS		58
EXECUTIVE COMPENSATION		59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		60
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		61
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		63
CORPORATE GOVERNANCE		63
THE SEC’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		63
TRANSFER AGENT AND REGISTRAR		64
LEGAL MATTERS		64
WHERE YOU CAN FIND MORE INFORMATION		64

PART II – INFORMATION NOT REQUIRED IN THE PROSPECTUS		II-1
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION		II-1
INDEMNIFICATION OF DIRECTORS AND OFFICERS		II-1
RECENT SALES OF UNREGISTERED SECURITIES		II-2
EXHIBITS		II-3
UNDERTAKINGS		II-4
SIGNATURES		II-5

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with additional or different information. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

No dealer, salesperson or any other person is authorized in connection with this offering to give any information or make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any circumstance in which the offer or solicitation is not authorized or is unlawful.

FORWARD-LOOKING INFORMATION

This prospectus and the exhibits attached hereto contain “forward-looking statements”. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, including plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements.

Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section headings “Risk Factors and Uncertainties”, “Description of the Business” and “Management’s Discussion and Analysis” of this prospectus. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.

This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the “Risk Factors and Uncertainties” section and our consolidated financial statements and the related notes before deciding to invest in shares of our common stock.

Unless otherwise indicated, any reference to “the Company”, “Halex” or “we”, “us”, or “our” refers to Halex Energy Corp.

PROSPECTUS SUMMARY

Company Overview

Halex Energy Corp. ("Halex") is a development stage company incorporated on January 20, 2011 under the laws of the State of Nevada. Our fiscal year end is December 31. Our principal office is located at 9190 Double Diamond Parkway, Reno, NV 89521. Our telephone number is 916.293.6337 and our e-mail is info@halexenergy.com.

Since becoming incorporated, Halex has not made any significant purchases or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations. Halex has never declared bankruptcy, never been in receivership, and never been involved in any legal actions or proceedings.

Halex is a development stage enterprise owning exclusive licenses from K’Air Energy (“K’Air”) for distribution, installation and operation of a renewable energy system in the state of California. K’Air is currently developing a prototype of this renewable energy system known as a Hybrid Renewable Energy System ("HRES"). We do not own any interest in any property. We have no rights, title, interest or other intellectual property rights in the HRES system. Currently, we have no further business planned if K’Air is unable to develop the proposed HRES and commercialize its use.

As of September 30, 2013, the date of company's last financial statements, Halex has raised $2,457 through the sale of common stock. This sale was a purchase of 24,570,000 shares by the Company’s officer and director Jeff Lamberson and by the other founding shareholders. Halex also has raised $161,113 through the issuance of promissory notes to some of the founding shareholders.

As of September 30, 2013, we had $4 of cash on hand and had expenses from inception to September 30, 2013 of $285,715, which was related to corporate start-up fees. As of the date of this prospectus, we have not yet generated or realized any revenues from our business operations. The Company believes that we will need a minimum $20,000 to maintain the corporate entity, accounting and filings over the next 12 months and a minimum of $300,000 to carry out our operations and marketing preparation for the next 12 months. For our audited financial information please see “Financial Statement” within this document below.

Management

As of the date of this prospectus, Halex has one Director, Jeffery Lamberson and two Officers, Jeffery Lamberson (President, Treasurer, CAO, CEO, and Secretary) and Alfred Foley, Vice President. Our Officers have assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the business plan. Other than the Officers/Director, there are no employees.

The Offering

Halex Energy Corp. is offering up to 6,000,000 shares of common stock at an offering price of $0.50 per share. There is currently no public market for our common stock. Moreover, there is no trading symbol assigned to the common stock. Halex Energy Corp.’s Officers and Director currently own 5,000,000 shares of restricted common stock.

Potential investors must be aware that if we are unable to raise proceeds through this offering we will be unable to complete our business plan, resulting in businesses failure and a complete loss of any investment made into the Company.

JOBS Act

The Company is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies.

Emerging Growth Company

The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an emerging growth company,” it will, among other things:

§	be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act

§	be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”.

§	be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;

§	be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended;

§	be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and,

§	be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).

Our company will continue to be an emerging growth company until the earliest of:

·	the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;

·	the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act;

·	the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or

·	the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2).

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors and Uncertainties" beginning on page 8.

RISK FACTORS AND UNCERTAITIES

A purchase of shares is an investment in the Company’s common stock. Any investment in the Company’s common stock involves a high degree of risk. Investors should consider carefully the following information about these risks, together with other information contained in this prospectus, before the purchase of any common stock. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer. In this case, the market price of the common stock could decline, and investors may lose all or part of the money they paid to buy the common stock. The Company has listed the following risk factors which we believe material to an investment decision in this offering.

BECAUSE WE ARE A START-UP COMPANY WITH NO OPERATING HISTORY, INVESTORS WILL HAVE DIFFICULTY IN EVALUATION OF BUSINESS OR FUTURE PERFORMANCE.

The Company was recently formed and has no operations or operating results and therefore it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. An investor will be required to make an investment decision based solely on the Company’s management’s history and its projected operations.

IF K’AIR IS UNABLE TO FURTHER DEVELOP THE HRES PROTOTYPE, OPERATIONS MAY CEASE AND ANY INVESTMENT MADE INTO THE COMPANY WOULD BE LOST IN ITS ENTIRETY.

The HRES prototype remains under development. If K’air is unable to complete its development, our business would likely be forced to cease operations. If we cease or suspend our business operations any investment made into the company would likely be lost in its entirety.

BECAUSE OUR COMPANY RELIES SOLELY ON A THIRD-PARTY FOR RESEARCH AND DEVELOPMENT, UNTIL A COMMERCIALLY-VIABLE UNIT IS BEING MANUFACTURED, WE HAVE NO PRODUCT TO INSTALL OR OPERATE.

The Company relies on a third party for research and development of the HRES unit. During October, 2011, K'Air completed assembly and testing of the initial proof-of-concept prototype. From October, 2011 to current, modifications and further testing of the initial prototype has been towards making a commercially-viable prototype. For our purposes, a commercially-viable prototype means a unit that is economical to manufacture and operate. Although both the Company and K'Air believe that a commercially-viable prototype will be completed this year, until a fully-functioning model is finalized, we have no product.

OUR SOLE SOURCE OF HRES EQUIPMENT IS THE MANUFACTURER THROUGH A DISTRIBUTOR AGREEMENT; FAILURE OF THE MANUFACTURER’S BUSINESS, LOSS OF THEIR INTELLECTUAL PROPERTY RIGHTS OR TERMINATION OF THE DISTRIBUTOR AGREEMENT COULD CAUSE OUR BUSINESS TO FAIL.

We have no rights, title, interest or other intellectual property rights in the HRES system. The Energy Distributor Agreement dated September 1, 2013 between K’Air and Halex grants Halex a nontransferable license to install and use HRES units and/or to distribute the HRES units to end users within the State of California.

Should K’Air fail as a business venture, file bankruptcy, or otherwise be unavailable to produce the HRES Units, the Distributor Agreement could become meaningless, and our business would likely fail.

K’Air may be unable to adequately protect the intellectual property rights. Global protection of their intellectual property rights is difficult. While illegal copying of the technology in the U.S. can be addressed, our revenue could be affected by illegal importation of unlicensed use of HRES technology from countries where laws are less protective of intellectual property rights. The absence of harmonized patent laws makes it difficult to ensure consistent respect for patent rights. Reductions in the legal protection for software intellectual property rights could adversely affect revenue. If other products illegally using HRES Technology were to come on the market at a lower price, it is likely our business will fail.

Halex is required to abide by the terms of the Distributor Agreement. Noncompliance with certain terms could result in immediate termination of the agreement. Our agreement with K’Air originally had terms defining the agreement exclusive until December 31, 2013, at which time it would have converted into a non exclusive distributor agreement unless a fee of $50,000 was paid for a 1 year extension of the exclusive agreement. On December 27, 2013, K’Air and Halex modified the agreement extending exclusivity until March 31, 2014. Under the terms of the modified agreement, Halex will pay $50,000 on or before March 31, 2014 for the initial license period until December 31, 2014. If Halex does not pay the $50,000 for exclusivity on or before March 31, 2014, the agreement will convert into a non exclusive distributor agreement. Loss of exclusivity in the Distributor Agreement would mean Halex could face competition in the market for HRES technology, which could mean that competitors with more funding and resources could gain control of the market and cause Halex to be unable to economically market product, and our business would likely fail. Termination of the Distributor Agreement would mean Halex has no product, and our business would likely fail.

HRES TECHNOLOGY IS CURRENTLY IN THE DEVELOPMENT PHASE, AND ULTIMATELY MAY NOT BE MARKETABLE.

HRES technology is still under development and ultimately may not prove efficient or marketable. Because the technology remains under development, no market currently exists for HRES power units.

As part of the licensing agreement with the HRES manufacturer, the Company relies on fully functioning HRES technology for marketing, sales and licensing of the HRES technology. There is no assurance this technology will be completely developed, or can be used effectively or efficiently. If this technology is not developed within acceptable parameters of cost, effectiveness, and time, the Company will probably not be able to implement its anticipated business plan. This could have a major negative impact on the Company.

IF WE ARE UNABLE TO SUCCESSFULLY COMPETE WITH LARGER COMPANIES INVOLVED IN THE ENERGY GENERATION SECTOR, OUR BUSINESS WILL FAIL.

We will compete for available sites, development leases, licenses and concessions and skilled industry personnel with other energy companies, many of which have significantly greater financial resources than us. The energy industry is highly competitive. Our competitors for the acquisition, production and development of alternative energy projects, and for capital to finance such activities, include companies that have greater financial and personnel resources available to them than we do.

WE MAY HAVE COMPETITORS WITH SIMILAR TECHNOLOGY.

We may have competitors developing similar technology or even more effective technology which could undermine our ability to market HRES technology. It is possible that when the Company markets HRES technology, it will find similar competitive technologies already in the market or close to marketability. If such competing technologies are being developed or marketed, the Company will have a more difficult time marketing its technology.

WE NEED TO OBTAIN ADDITIONAL FINANCING OR OUR BUSINESS WILL FAIL.

Our business plan calls for ongoing expenses in connection with the development, manufacture, construction and marketing of the HRES energy systems. Although working prototypes of the HRES system currently exist, a fully functional commercial HRES unit remains under development, and we are currently dependent upon completed development of such unit. Other than assurances from K’Air, we have no assurances a commercially viable product can be achieved under any situation. We have not generated any revenue from operations to date.

At September 30, 2013, we had cash on hand of $4. In order to continue our corporate existence and prepare for future business operations, we will need additional funding. If we are unable to raise necessary capital, our business will fail and any investment made into the Company would be lost in its entirety.

We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, and investor acceptance of our business plan. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of shares of common stock or advances from our directors, founders and officers.

WE WILL NEED SIGNIFICANT CAPITAL REQUIREMENTS TO CARRY OUT OUR BUSINESS PLAN, AND WE WILL NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED.

We will require significant expenditures of capital in order to acquire and develop our planned operations. We estimate that we will require a minimum of $300,000 to carry out our operations for the next 12 months. As of September 30, 2013, we had approximately $4 in cash. We plan to obtain the necessary funds through an equity offering. We may not be able to raise sufficient amounts from our planned source. In addition, if we underestimate the total amount needed to fully implement our business plan, our ability to continue the development of our business could be adversely impacted.

Our ability to obtain additional financing is subject to a number of factors, including but not limited to:

·	Market conditions;

·	Investor acceptance of our business model; and

·	Investor response to our offering.

These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure. In such an event, we intend to implement expense reduction plans in a timely manner. However, these actions would have material adverse effects on our business, revenues, operating results, and prospects, resulting in a possible failure of our business.

WE CURRENTLY HAVE LIMITED FINAINCIAL RESOURCES AND AS A RESULT OF BECOMING A REPORTING COMPANY, OUR CASH NEEDS WILL INCREASE AND OUR ABILITY TO IMPLEMENT OUR BUSINESS PLAN WILL BE IMPACTED.

We have limited financial resources at present; as of September 30, 2013, we had $4 of cash on hand. Upon the effectiveness of our Registration Statement, we will become a publicly reporting company and will be required to stay current in our filings with the SEC, including, but not limited to, quarterly and annual reports, current reports on materials events, and other filings that may be required from time to time. We believe that, as a public company, our ongoing filings with the SEC will benefit shareholders in the form of greater transparency regarding our business activities and results of operations. In becoming a public company, however, we will incur additional costs in the form of audit and accounting fees and legal fees for the professional services necessary to assist us in remaining current in our reporting obligations. We expect that, during our first year of operations, we will incur costs for professional fees in the approximate amount of up to $20,000. These costs will increase our cash needs and may hinder or delay our ability to develop our proposed business plan.

BECAUSE WE ARE A SHELL COMPANY AS DEFINED UNDER RULE 405 and RULE 144(i)(1); WE HAVE RESTICTIONS ON OUR ABILITY TO USE REGISTRATION STATEMENTS ON FORM S-8; THERE ARE LIMITATIONS ON OUR SECURITY HOLDERS TO USE RULE 144; AND THERE IS A POTENTIAL REDUCED LIQUIDITY OR ILLIQUIDITY OF OUR SECURITIES.

The Company has nominal operations and nominal assets, as such under Rule 144(i)(1) we are defined as a shell company. Rule 144 is not available for the resale of unregistered securities issued by a shell company whether reporting or not. These securities can be resold only through a resale registration statement, unless certain conditions are met. These conditions are:

·	the issuer of the securities has ceased to be a shell company;

·	the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;

·	the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and

·	one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its status as an entity that is no longer a shell company.

The 24,570,000 restricted common shares issued to the founding shareholders are unregistered securities and will not be available for resale until the above conditions and specifications are met. Moreover, if these conditions are satisfied, then the securities can be sold, but will be subject to all other applicable Rule 144 conditions. These requirements for resale of unregistered securities as a shell company may have a negative impact upon liquidity of the Company’s common stock.

OUR AUDITOR HAS INDICATED IN ITS REPORT THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN AS A RESULT OF OUR LACK OF REVENUES AND IF WE ARE UNABLE TO GENERATE SIGNIFICANT REVENUE OR SECURE FINANCING WE MAY BE REQUIRED TO CEASE OR CURTAIL OUR OPERATIONS.

Our auditor has indicated in its report that our lack of revenue raises substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty. If we are unable to generate revenue or secure financing we may be required to cease operations, which in return may result in a complete loss of any investment made into the Company. The Company believes that we will need a minimum $20,000 to continue as a going concern over the next 12 months and a minimum of $119,000 to purchase our first HRES prototype.

IF JEFFERY LAMBERSON, OUR PRINCIPAL OFFICER SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER.WHICH COULD RESULT IN SUSPENSION OF OPERATIONS.

We depend heavily on the services of our principal officer and director, Jeffery Lamberson, for the future success of our business. Loss of services of Mr. Lamberson, for any reason, would have a material adverse impact on our business, financial condition and results of operations. We carry no key personnel life insurance policies on Mr. Lamberson and we have no contract for his services.

BECAUSE OUR OFFICERS HAVE NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT FOR PUBLIC COMPANIES, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.

We have only two officers. Neither possesses formal training in financial accounting or management; however, they are responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls. Mr. Lamberson has no formal training in financial accounting matters of public companies, however, he has been reviewing the financial statements that have been audited and reviewed by our auditors and included in this prospectus. When the disclosure and accounting controls referred to above are implemented, he will be responsible for the administration of them. Without sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

BECAUSE OUR OFFICERS HAVE NO EXPERIENCE IN THE DEVELOPMENT OF RENEWABLE ENERGY EQUIPMENT OR SYSTEMS OR IN THE DISTRIBUTION, INSTALLATION OR OPERATION OF RENEWABLE ENERGY SYSTEMS AS SUCH, OUR LACK OF EXPERIENCE COULD CAUSE OUR BUSINESS TO FAIL.

We have only two officers. Neither possesses experience in the development of renewable energy equipment or systems or in the distribution, installation or operation of renewable energy systems. Without sufficient experience, there is no assurance our officers will be capable of creating, implementing or completely developing this technology, or that it can be used effectively or efficiently. If this technology is not developed within acceptable parameters of cost, effectiveness, and time, the Company will probably not be able to implement its anticipated business plan. This could have a major negative impact on the Company.

WE MAY BE UNABLE TO HIRE AND RETAIN KEY PERSONNEL.

Our future success depends on our ability to attract qualified personnel. We may be unable to attract these necessary personnel. If we fail to attract or retain skilled employees, we may be unable to generate sufficient revenue to offset our operating costs.

WE MAY BE SUSCEPTIBLE TO AN ADVERSE EFFECT ON OUR BUSINESS DUE TO THE CURRENT ECONOMIC CRISIS AND FUTURE LEGISLATION.

The success of our business development could be greatly impacted by the current worldwide economic crisis, specifically if economic factors cause a lowered demand for green energy, or if future legislation lessens or removes the requirements for green energy production or utilization. Without an active market for green energy, our proposed business could likely fail, resulting in a complete loss of any investment made into the Company. The Company is currently unaware of any existing legislation or regulations, or proposed legislation or regulations that may adversely affect our business. However, as a prophylactic measure, and although we are unaware of any reason why such legislation or regulation would be approved, we raise this issue as bills can still be brought in the California legislature and Congress as of date of this filing.

WE HAVE NO EXPERIENCE OPERATING AS A PUBLIC COMPANY. AS SUCH, OUR LACK OF EXPERIENCE COULD RESULT IN OUR BUSINESS TO FAIL.

We have never operated as a public company. We have no experience complying with the various rules and regulations required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment.

AS A REPORTING COMPANY WE WILL BE SUBJECT TO MAINTAINING AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS; HOWEVER, BECAUSE WE WILL BE A SMALLER REPORTING COMPANY WE WILL NOT BE SUBJECT TO THE MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING OR THE AUDITORS ATTESTATION REPORT UNTIL AN ANNUAL REPORT IS REQUIRED OR HAS BEEN FILED FOR THE PRIOR FISCAL YEAR.

The United States Securities and Exchange Commission, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company's internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal controls over financial reporting. Upon effectiveness if this Registration Statement we will be a reporting company and subject to have these internal controls in place and effective. However, as a result of our limited management depth, we may have difficulty in implementing our internal controls over its financial reporting. Furthermore, during the course of the evaluation, documentation, we may identify deficiencies that management may not be able to remedy in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404.

Investors must be aware we will not be required to comply with the management’s annual report on internal control over financial reporting or subject to the auditor’s attestation report until we are required to file our annual report or our annual report has been filed for the prior fiscal year.

Moreover, effective internal controls are necessary for our Company to produce reliable financial reports and are important to help prevent fraud. Our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business.

THIS OFFERING IS ON A BEST EFFORTS BASIS WITH NO MINIMUM AMOUNT REQUIRED TO BE RAISED AND WE CAN ACCEPT INVESTOR FUNDS AT ANY TIME WITHOUT ANY OTHER INVESTMENT FUNDS BEING RAISED.

No minimum amount of investment funds are required to be raised before we can accept your investment funds. This is a best efforts offering with no stated minimum. No investment funds will be placed in an escrow account pending the attainment of a minimum amount of investment proceeds. Once we accept your investment funds we will be under no obligation to return such funds to you even if no other investment funds are raised in this offering. Investors must be aware that we may not even raise sufficient funds to cover the anticipated costs of this offering, estimated at $9,500. If less than the full amount of this offering is achieved through this offering, investors would likely lose their investment made into the Company in its entirety.

IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK IN THE FUTURE, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders.

This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

OUR COMMON STOCK CURRENTLY HAS NO TRADING MARKET AND THERE IS NO GUARANTEE A TRADING MARKET WILL EVER DEVELOP FOR OUR SECURITIES.

There is presently no demand for our common stock. There is presently no public market for the shares being offered in this prospectus. While we do intend to apply for quotation in the Over-the-Counter Bulletin Board, we cannot guarantee that our application will be approved and our stock listed and quoted for sale. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

WE WILL NOT BE SUBJECT TO ALL OF THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 (“34 ACT”) THUS LIMITING INFORMATION AVAILABLE ABOUT THE COMPANY.

Upon the effectiveness of the registration statement (which includes this prospectus) we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file current reports, periodic reports, annual reports, and other information with the Securities and Exchange Commission, as required. Currently, we do not expect to file a 1934 Act registration statement. Accordingly, and because at this time we are not going to have a class of securities registered under the 34 Act, we will not be subject to proxy rules or Section 16 or 14 of the 1934 Act, until such time as we do file a 34 Act registration statement. This means that information regarding securities holdings of our officers, directors and 10% stockholders will not be made available on a current basis and we will be able to take shareholder actions without complying with the SEC's proxy rules. In addition, Section 15(d) of the 34 Act provides an automatic suspension of the periodic reporting obligation as to any fiscal year (except the fiscal year in which the registration statement became effective) if an issuer has fewer than 300 security holders of record at the beginning of such fiscal year. If our reporting obligation is suspended, investors in our stock may be adversely impacted by the lack of such information, including current reports, periodic reports and annual reports.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officers and directors, who will receive no commissions. We will hold investment meetings and invite our friends, acquaintances and relatives in an effort to sell the shares to them; however, there is no guarantee that we will be able to sell any of the shares. In the event we are unable to sell most of the shares in this offering, we will be forced to reduce our proposed business operations until such time as additional monies can be obtained, either through loans or financings. As former President of MIPSolutions, a publicly traded company, Mr. Lamberson sold shares pursuant to a SEC filing for MIPSolutions between April 2006 and November 2006. Other than that instance, none of our officers and directors have any experience in selling shares pursuant to a self-underwriting offering.

BECAUSE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE DIFFICULTY SELLING YOUR SHARES.

Our shares are penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.

Our existing stockholders acquired their shares at a cost substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.50 you pay for them. As of June 30, 2013, our net tangible book value (assuming that a total of 24,750,000 Common Shares were issued and outstanding) was ($248,703) or approximately ($0.010) per share. Assuming that $3,000,000 of maximum net proceeds are realized from this Offering, the dilution to new investors from the Offering price of $.050 per share will be approximately $0.41 per share, and the gain by existing investors will be approximately $0.089 per share. Assuming that $300,000 of minimum net proceeds are realized from this Offering, the dilution to new investors from the Offering price of $0.50 per share will be approximately $0.50 per share, and the gain by existing investors will be approximately $0.012 per share.

BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTOR’S SUBSCRIPTIONS, IF WE FILED FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.

Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors and will not be used for the purchasing and installation of HRES units.

BECAUSE WE HAVE ELECTED TO NOT OPT OUT OF THE EXTENDED TRANSITION PERIOD UNDER SECTION 107(b) OF THE JOBS ACT, THIS ALLOWS US TO DELAY ADOPTION OF CERTAIN FINANCIAL DISCLOSURES AND MAY MAKE IT DIFFICULT FOR AN INVESTOR TO COMPARE OUR FINANCIAL SITUATION AGAINST OTHER PUBLIC COMPANIES

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. Our financial statements may not be comparable to companies that comply with public company effective dates. This may make comparison of the Company’s financial statements with any other public company which is not neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as different or revised standards may be used.

These risk factors, individually or occurring together, would have a substantially negative effect on our business and could cause our business to fail.

USE OF PROCEDEDS

Our offering is being made on a self-underwritten basis - no minimum of shares must be sold in order for the offering to proceed. The offering price per share is $0.50. There is no assurance that we will raise the full $3,000,000.

The following table below sets forth the uses of proceeds assuming the sale of 10%, 25%, 50% and 100% of the securities offered for sale in this offering by the company. For further discussion see Plan of Operation.

	If 10% of Shares are Sold		If 25% of Shares are Sold		If 50% of Shares are Sold		If 100% of Shares are Sold
GROSS PROCEEDS FROM THIS OFFERING	$	300,000	$	750,000	$	1,500,000	$	3,000,000

Less: OFFERING EXPENSES
SEC and Filing Expenses	$	5,500	$	5,500	$	5,500	$	5,500
Transfer agent	$	4,000	$	4,000	$	4,000	$	4,000
SUB-TOTAL		9,500		9,500		9,500		9,500

Less: Phase 1
Distributor Agreement Payment	$	50,000	$	50,000	$	50,000	$	50,000
Accounts Payable	$	1000	$	1000	$	1000	$	1000
Notes Payable (See Note 1)	$	70,500	$	70,500	$	70,500	$	70,500
Purchase of 20kw HRES System	$	119,000	$	119,000	$	119,000	$	119,000
Pilot Plant Metering and Interconnection Expense	$	10,000	$	10,000	$	10,000	$	10,000
Administrative Expenses (including salary, legal
office, accounting and consulting)	$	40,000	$	40,000	$	40,000	$	40,000
SUB-TOTAL	$	290,500	$	290,500	$	290,500	$	290,500

Less: Phase 2
Purchase of 100kw HRES System			$	350,000	$	350,000	$	350,000
Commercial Pilot Metering, and Interconnection			$	40,000	$	40,000	$	40,000
Administrative Expenses (including salary, legal
office, accounting and consulting)			$	60,000	$	60,000	$	60,000
SUB-TOTAL			$	450,000	$	450,000	$	450,000

Less: Phase 3
Installation and Operation of Distributed Power
Plants, 50kw to 250kw					$	600,000	$	600,000
Administrative Expenses (including salary, legal
office, accounting and consulting)					$	150,000	$	150,000
SUB-TOTAL					$	750,000	$	750,000

Less: Phase 4
Installation and Operation of Distributed Power
Plants, 250kw to 600kw							$	770,000
Exclusive License Agreement Payment							$	500,000
Administrative Expenses (including salary, legal
office, accounting and consulting)							$	230,000
SUB-TOTAL							$	1,500,000


TOTALS	$	300,000	$	750,000	$	1,500,000	$	3,000,000

Note 1: Some of the notes are related party payables pursuant to Item 404(a)(1)

A total $2,457 has been raised from the sale of stock to our founders at par value - this stock is restricted and is not being registered in this offering. As of September 30, 2013, Halex had a balance (less outstanding checks) of $4.

The above figures within the table represent estimated costs. Potential investors must be aware that this offering is a best efforts offering with no minimum requirement of proceeds to be raised for the Company to utilize funds from the sale of the shares. As such, the Company may not be successful in selling even 10% of the shares. We plan to allocate the initial funds received to first to cover the Offering Expenses, estimated at $9,500 and then fund Phase I, Phase II, Phase 3, and Phase 4 as detailed within the above table.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by Halex and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The price of the current offering is fixed at $0.50 per share. This price is significantly greater than the price paid by the company's founders. The founders paid par value of $0.0001 per share a difference of $0.4999 per share lower than the per share price in this offering.

DILUTION

Dilution represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offering, the level of dilution is increased as a result of the relatively low book value of our issued and outstanding stock. While this offering has no minimum, the table below includes an analysis of the dilution that will occur if only 10%, 25%, 50%, and 100% of the shares are sold:

	10% of			25% of			50% of			100% of
	Offering			Offering			Offering			Offering

Offering Price Per Share	$	0.50		$	0.50		$	0.50		$	0.50

Book Value Per Share Before the Offering	$	(0.010	)	$	(0.010	)	$	(0.010	)	$	(0.010	)

Book Value Per Share After the Offering	$	0.002		$	0.019		$	0.045		$	0.089

Net Increase to Original Shareholder	$	0.012		$	0.029		$	0.055		$	0.099

Decrease in Investment to New Shareholders	$	(0.50	)	$	(0.48	)	$	(0.45	)	$	(0.41	)

Dilution to New Shareholders (%)		99	%		96	%		90	%		82	%

PLAN OF DISTRIBUTION

Company Offering

The offering consists of a maximum number of 6,000,000 common shares being offered at $0.50 per share with no minimum offering requirement.

If we unable to sell our stock and raise money, we will not be able to complete our business plan and the company will fail.

There will be no underwriters used, no dealer's commissions, no finder's fees, and no passive market making for the shares being offered by Halex. All of these shares will be issued to business associates, friends, and family of the management of the Company. The Officers, Jeff Lamberson and Al Foley will not register as broker-dealers in connection with this offering. Neither will be deemed to be a broker pursuant to the safe harbor provisions of Rule 3a4-1 of the Securities and Exchange Act of 1934, since they are not subject to statutory disqualification, will not be compensated directly or indirectly from the sale of securities, is not an associated person of a broker or dealer, nor have they been so associated within the previous twelve months, and primarily performs substantial duties as Officers and Director that are not in connection with the sale of securities, and has not nor will not participate in the sale of securities more than once every twelve months.

Our Common Stock is currently considered a "penny stock" under federal securities laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since its market price is below $5.00 per share. Penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell or recommend such shares to certain investors.

Broker-dealers who sell penny stock to certain types of investors are required to comply with the SEC's regulations concerning the transfer of penny stock. If an exemption is not available, these regulations require broker-dealers to: make a suitability determination prior to selling penny stock to the purchaser; receive the purchaser's written consent to the transaction; and, provide certain written disclosures to the purchaser. These rules may affect the ability of broker-dealers to make a market in, or trade our shares. In turn, this may make it very difficult for investors to resell those shares in the public market.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

The authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.0001 per share. We plan to offer 6,000,000 common shares at a price of $0.50 per share. We will not sell any of the 6,000,000 common shares until the Registration Statement has been deemed effective by the Commission.

Common Stock

As of September 30, 2013, there are 24,570,000 shares of common stock issued and outstanding; these shares are held by 38 separate shareholders. The shares are restricted under Rule 144 of the Securities Act. These restricted securities and may be sold without restriction only if they are registered or if they qualify for an exemption from registration under Rule 144.

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of Halex’s capital stock issued and outstanding and entitled to vote represented in person or by proxy, are necessary to constitute a quorum at any meeting of company stockholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of the common stock have no preemptive rights, no conversion rights and there are no redemption provisions applicable to the common stock.

Shell Company Status and Rule 144

The Company has nominal operations and nominal assets, as such under Rule 405 and Rule 144(i)(1) we are defined as a shell company; we have restrictions on our ability to use registration statements on Form S-8; There are limitations on our security holders to use Rule 144; and there is a potential reduced liquidity or illiquidity of our securities. Rule 144 is not available for the resale of unregistered securities issued by a shell company whether reporting or not. These securities can be resold only through a resale registration statement, unless certain conditions are met. These conditions are:

-the issuer of the securities has ceased to be a shell company;

-the issuer is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act;

-the issuer has filed all reports and other materials required to be filed by section 13 or 15(d) of the

-Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; and

-one year has elapsed since the issuer has filed current ‘‘Form 10 information’’ with the Commission reflecting its status as an entity that is no longer a shell company.

Shareholders

Each shareholder has sole investment power and sole voting power over the shares owned by such shareholder.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Andrew Grundman, Attorney at law, an independent legal counsel, has provided an opinion on the validity of Halex’s issuance of common stock and it is presented as an exhibit to this filing. On June 29, 2011, Andrew Grundman was issued 500,000 shares of common founder’s stock at par value of $.0001 for $50.

The financial statements included in this Prospectus and in the Registration Statement have been audited by Messineo & Co., CPAs, LLC, 2471 N. McMullen Booth Road, Suite 302, Clearwater, FL 33759 to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding Halex’s ability to continue as a going concern) appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF THE BUSINESS

History

Halex Energy Corp. was incorporated on January 20, 2011, in the state of Nevada. Halex has never declared bankruptcy nor been in receivership. Halex has never been involved in any legal action or proceedings. Since incorporation, Halex has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Halex is not a blank check registrant as that term is defined in Rule 419(a) (2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose. The Company does not have any plans, commitments or understanding to engage in a merger or acquisition of another company

General

Halex is a development stage energy company engaged in marketing newly-developed renewable energy systems. K'Air (a U.S. green energy technology company), is manufacturing a prototype of a Hybrid Renewable Energy System ("HRES"). Halex owns an exclusive license from K’air allowing for Halex to purchase, install sell and/ or operate the HRES System in the state of California. Upon successful completion, economic viability of the prototype unit will be determined. Early testing of some components of the prototype has shown promising results but commercial viability cannot be determined until a series of tests of the assembled prototype have been completed. Uncertainty exists regarding whether K’Air will successfully complete the prototype.

K’Air owns the patents and has undertaken the research and development of the technology underlying the HRES and the manufacture of the first prototype. All of the components of the prototype have been built and both pressure tested and tested for functionality, including where the assembled components have produced electricity using a 20 kilowatt rated generator. Currently, the components are undergoing additional testing to determine the exact sizing of the various components for different rated levels of production, initially for 10 kilowatts, 20 kilowatts and 50 kilowatts. Upon completion of this, the components will be permanently connected together to form a HRES unit.

Halex has provided market input to K’Air to ensure that the design and development of the HRES is market driven. Halex holds exclusive licenses for distribution, installation and operation of HRES covering the entire State of California until December 2013, giving Halex a first to market advantage in the State of California. In September 2013, we renegotiated our license and amended it to extend out dates from the original agreement. Halex has the right to renew its exclusive license annually against the payment of annual license fees or to renew at anytime to a non-exclusive license for the payment of no additional license fee.

While not required, the HRES unit is designed to be used with multiple renewable energy sources but combined use is not required. HRES functions from temperature variances ranging between 0 to 50 degrees Celsius to provide a constant source of electricity. This has distinct advantages, including higher rates of capacity utilization over other green energy technology such as photovoltaic, which requires direct sunlight, or wind turbines, which rely on unpredictable and intermittent air flows. Halex currently holds exclusive licenses for distribution, installation and operation of HRES covering the entire State of California. HRES could serve to increase the supply of “green energy” worldwide.

HRES offers flexibility because this technology can utilize a broad range of green energy heat sources such as thermal solar, geothermal, biomass and biogas. HRES offers greater advantages because this technology is less susceptible to time of day or meteorological factors because HRES can function on stored heat sources.

Halex's mission is to supply the growing demand for green energy produced electricity with a patent pending hybrid renewable green energy system that management believes will be capable of producing on-demand electricity with over 90% capacity utilization on a low cost, zero pollution basis.

Technology

The HRES can produce electricity by harnessing the Ambient Temperature of the existing surroundings ranging from only 0°C to 35°C, as opposed to the 300°C to 650°C required by steam turbines. This Ambient Temperature is sourced from the surrounding temperature of the outdoors; the room temperature of a building, office or home; or the temperature inside a manufacturing or industrial facility, where the temperature is hotter because of the heat generated from operations such as a foundry, manufacturing, mining, pulp & paper, textiles, commercial kitchens & bakeries, dry cleaning or ship's engine rooms. In addition to harnessing the surrounding temperature, the HRES is designed also to utilize a broad range of green energy heat sources such as thermal solar, geothermal, biomass and biogas to heat, which it uses collectively to warm a heat transfer fluid to this Ambient Temperature. The heat transfer fluid then warms an organic Working Fluid with a very low natural boiling point (e.g. -50°C compared to 100°C for water) to this Ambient Temperature thereby balancing the equilibrium vapor pressure of the Working Fluid, which transforms the surrounding thermal energy into elastic potential energy in the gaseous part of the fluid. This pressurized gas generates much lower pressures, ranging from 4 bars to 32 bars, which are all that are required to actuate and drive the Work Extraction Process, as opposed to 180 bars to 250 bars for steam turbines. High efficiency steam turbines harness only about 40% of the available thermal energy, with the rest exhausted as waste heat. The HRES Work Extraction Process is specially designed to extract over 95% of the power exploitable from this low pressurized gas that in turn actuates and drives an electrical generator to produce electricity.

The K’Air Pressure Power System comprises 5 processes utilizing a number of specially designed components, repeating a cycle in a closed loop.

Process 1: A heat transfer fluid is warmed to Ambient Temperature in a Heat Recovery Unit containing an Ambient Heat Collector comprised of Heat Exchangers.

Process 2: In the Heat Recovery Unit, the heat exchange between the heat transfer fluid and the Working Fluid is made to attain and to maintain the temperature of the Working Fluid in a range from 0°C to 35°, thereby ensuring sufficient working pressure according to the Temperature/Pressure characteristics of the Working Fluid, to maintain its equilibrium vapor pressure.

Process 3: The pressurized saturated gas exerts force on the Work Extractor Process, thereby extracting power, which actuates and drives a generator to produce electricity. When the gaseous Working Fluid is expelled out of the Work Extractor into the expansion chamber of the Vapor Recovery Unit, the temperature of the gas naturally decreases to its dew point and its pressure returns to atmospheric.

Process 4: The cold gaseous Working Fluid is circulated through a bubbling condenser where it retrieves its liquid state of matter and may be stored at an Ambient Temperature maintained at approximately -28°C or below.

Process 5: The liquid is pumped back at the working pressure into the Heat Recovery Unit, thereby closing the loop and the process continues at Process 1 above.

The HRES uses heat derived from thermal energy to warm a heat transfer fluid, which currently is a glycol-water mixture, to an Ambient Temperature. The HRES is designed to harness the thermal energy from the surrounding temperature and/or from other heat sources. This includes harnessing the thermal energy from one or more other green energy heat sources such as thermal solar, geothermal, biomass and biogas to heat, which the HRES uses collectively to warm a heat transfer fluid to this Ambient Temperature. One cause of low capacity utilization for wind power production is that the wind does not always blow. Similarly for solar power, the sun does not always shine. The market and the developers of renewable energy production are seeking different processes to combine different sources of green energy to increase capacity utilization, and the combination of two or more green sources is referred to as "hybrid". This "hybrid" approach increases capacity utilization thereby yielding greater economic and environmental returns than alternative green power systems that use wind-power, hydro-power, solar, geothermal, biomass or co-generation on a standalone basis.

Business Opportunity

Management takes note of the high and increasing costs of oil, fuel derivatives and coal, and increasing concern about the environment, greenhouse effects and their consequences on global warming. Management notes an increasing demand for production of electricity from environmentally-friendly energy sources. However, it appears to management that most alternative green energy systems face a number of problems, including: low capacity utilization ranging from 15% to 35% for wind & solar; location dependency for wind, hydro & geothermal; high amortization periods ranging from 15 to 30 years; and in all cases a requirement for supplemental electricity sources that rely and consume large amounts of fossil fuels.

Halex believes a substantial market exists for HRES-produced electricity. HRES is capable of generating electricity from multiple green energy sources on demand, and with significantly higher capacity utilization than conventional wind power and solar power systems. Widespread application of HRES could significantly reduce consumption and reliance of fossil fuels.

Management believes the next wave of green energy will be a paradigm shift to HRES-type technology, with the primary objective being achievement of significantly higher capacity utilization rates than existing wind and solar power technology. Unlike current application of wind and solar technology, management believes it is possible for HRES to attain over 90% capacity utilization. The result of this higher efficiency could yield greater economic and environmental returns than conventional green energy technology utilizing wind-power, hydro-power, solar, geothermal, biomass or tri-generation on a stand-alone basis.

Although the HRES units are currently in the development stage, K’Air is in the process of completing development of a commercial prototype. The initial tests have been favorable, and management is encouraged by the continued development of the technology.

Market

California is the second largest consumer of electricity in the United States and each year end users spend in excess of $30 Billion for electricity. California is also one of the most advanced states in the country for utilizing green energy. Legislation enacted in 2008 mandated that by 2020 California energy producers must obtain 33% of its total energy from renewable sources. As of the first quarter of 2012, California was only utilizing 15% renewable energy.

As the percent of electricity generated by solar fields and wind farms increases, so will its unreliability. Conventional green energy sources are vulnerable to meteorological factors, such as clouds over a solar field or lack of sufficient winds on a wind farm. As a result, for periods of time these operations are unable to produce adequate power, requiring supplemental electricity produced by secondary fossil fuel-powered generating sources. These secondary sources sometimes require substantial time to be brought online to compensate for these conditions.

Although our Distributor and Licensing agreement allow for us to sell the HRES System throughout California, Halex initially intends to build, own and operate scalable, HRES power plants to sell electricity directly to utilities or end users via existing power grids. We will be focusing on operating small to mid size power plants spread out throughout California (defined as Distributed Power Plants). HRES technology should enable our power plants to use several types of heat sources which will permit operating at a constant power production level, reducing the pressure put on the operators. Because recent legislation mandates use of green energy, companies and others subject to these new green energy requirements are generally paying a premium for renewable sources of power. In addition to legislative requirements, there are also existing federal and state programs designed to promote renewable energy. Upon completion of our commercial prototype, we intend to begin the testing and certification process to take advantage of available programs.

Terms of Distributor and License Agreements

On September 1, 2013, a new agreement between K’Air and company was executed. This agreement grants the company an exclusive right to market or deploy the HRES system in the state of California until December 31, 2014 for a payment of $50,000 due December 31, 2013. On December 27, 2013, K’Air and Halex modified the agreement extending exclusivity until March 31, 2014. Under the terms of the modified agreement, Halex will pay $50,000 on or before March 31, 2014 for the initial license period until December 31, 2014. If Halex does not pay the $50,000 for exclusivity on or before March 31, 2014, the agreement will convert into a non exclusive distributor agreement. At the end of this time period, the company has the right to extend the exclusive nature of the agreement for a payment of $500,000 due on June 30, 2014 which will grant company an exclusive license for the period from January 1, 2015 through December 31, 2015. On December 31 of each year beginning in 2015, company will pay for an exclusive license in an increasing rate as shown in the table below. If the company chooses not to extend the exclusive rights, the agreement converts to a non exclusive distributor agreement.

License agreement defines license payments due as follows:

Initial payment due March 31, 2014	$	50,000
June 30, 2014		500,000
December 31, 2015		1,000,000
December 31, 2016		2,000,000
December 31, 2017		3,000,000
December 31, 2018		4,000,000
December 31, 2019 and thereafter		5,000,000

Royalty Payments

In addition to payment for exclusive territorial rights, company agrees to pay K’Air royalty payments on power generated by the HRES units as shown in (B)(B.1)(a)-(c) of Schedule A of the Distributor Agreement. These payments are due at a rate equal to the greater of: (a) one cent per kilowatt hour of electricity; or (b) 10% of the gross revenue received for the provision of electricity produced directly or indirectly from K’Air.

Commission

In the event K’Air sells a Power Pressure System to a third-party that subsequently installs an HRES unit within company’s territory during a period that company holds an exclusive license, then pursuant to (B)(B.1)(d) of Schedule A of the Distributor Agreement, K’Air will pay company a 10 percent commission of the FOB sales price.

Environmental Laws and Regulations Applicable to Electrical Power Generating Utilities

Electric power generation, transmission and distribution are part of the utilities sector (NAICS 22). This sector includes all electric generating facilities powered by fossil fuels, including coal, petroleum, or gas as the power source.

There are three primary areas of environmental laws and regulations generally applicable to Electrical Power Generation. These sectors are comprised of Air, Waste, and Water.

For further information, please see http://www.epa.gov/compliance/assistance/sectors/power.html

AIR POLLUTION

Both Federal and State laws and regulations exist that mandate electrical power generators to reduce or eliminate air emissions.

Cleaner Power Plants:

The USEPA has imposed national standards under Cleaner Power Plants to reduce mercury and other toxic air pollution from coal and oil-fired power plants. More than 20 years after the 1990 Clean Air Act Amendments, some power plants still do not control emissions of toxic pollutants, even though pollution control technology is widely available.

Power plants are currently the dominant emitters of mercury (50 percent), acid gases (over 75 percent) and many toxic metals (20-60 percent) in the United States.

Halex Energy Corp. S-1/A