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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>UNITED STATES SECURITIES AND EXCHANGE
  COMMISSION</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;Washington,
  D.C. 20549</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>FORM 8-K</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>Pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">Date of earliest event reported: June
  6, 2014</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B><U>ENERGIE HOLDINGS, INC.</U></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;(Exact name
  of registrant as specified in its charter)</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B><U>Delaware</U></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;(State or other
  jurisdiction of incorporation)</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 50%; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B><U>000-28562</U></B></FONT></TD>
      <TD STYLE="width: 50%; text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif"><B><U>94-2857548</U></B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(Commission File Number)</FONT></TD>
      <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">(I.R.S. Employer</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="text-align: center; line-height: 115%"><FONT STYLE="font-family: Times New Roman, Times, Serif">Identification No.)</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B><U>4885 Ward Road, Suite 300Wheat
  Ridge, Colorado 80033</U></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;(Address of
  principal executive offices) (Zip Code)</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">Registrant's telephone number, including
  area code: (720)-963-8055</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  (fka Alas Aviation Corp.)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B><U>4002 Highway 78, Suite 530-324,
  Snellville, GA&nbsp;&nbsp;30039</U></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;(Former name,
  former address and former fiscal year,</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">if changed since last report)</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">Registrant's telephone number, including
  area code: <B>(404) 891-1118</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">[_] Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR240.14d-2(b))</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">[_] Soliciting material pursuant to Rule 14a-12 under Exchange
  Act (17 CFR240.14a-12)</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">[_] Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR240.14d-2(b))</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">[_] Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR240.13e-4(c))</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"></P>
  
  <!-- Field: Page; Sequence: 1 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;<B>SPECIAL
  NOTE REGARDING FORWARD-LOOKING STATEMENTS</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">This Current Report
  contains &ldquo;forward-looking statements&rdquo; within the meaning of the Private Securities Litigation Reform Act of 1995.&nbsp;&nbsp;Forward-looking
  statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential
  effect on our business. In some cases, you can identify forward-looking statements by the following words: &ldquo;may,&rdquo; &ldquo;will,&rdquo;
  &ldquo;could,&rdquo; &ldquo;would,&rdquo; &ldquo;should,&rdquo; &ldquo;expect,&rdquo; &ldquo;intend,&rdquo; &ldquo;plan,&rdquo;
  &ldquo;anticipate,&rdquo; &ldquo;believe,&rdquo; &ldquo;approximately,&rdquo; &ldquo;estimate,&rdquo; &ldquo;predict,&rdquo; &ldquo;project,&rdquo;
  &ldquo;potential,&rdquo; &ldquo;continue,&rdquo; &ldquo;ongoing,&rdquo; or the negative of these terms or other comparable terminology,
  although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve
  known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be
  materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">Factors that may
  cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 8%">&nbsp;</TD>
      <TD STYLE="width: 3%; padding-left: 0.8pt; text-align: center; line-height: 115%; vertical-align: middle"><FONT STYLE="font: 10pt Symbol"></FONT>&bull;</TD>
      <TD STYLE="width: 89%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">adverse economic conditions;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="padding-left: 0.8pt; text-align: center; line-height: 115%; vertical-align: middle"><FONT STYLE="font: 10pt Symbol"><FONT STYLE="font: 10pt Symbol"></FONT></FONT><FONT STYLE="font: 10pt Symbol"></FONT>&bull;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">risks related to the construction market;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="padding-left: 0.8pt; text-align: center; line-height: 115%; vertical-align: middle"><FONT STYLE="font: 10pt Symbol"></FONT><FONT STYLE="font: 10pt Symbol"></FONT>&bull;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">risks related to the U.S. import market;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="padding-left: 0.8pt; text-align: center; line-height: 115%; vertical-align: middle"><FONT STYLE="font: 10pt Symbol"></FONT><FONT STYLE="font: 10pt Symbol"></FONT>&bull;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">the inability to attract and retain qualified senior management and technical personnel;</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD>&nbsp;</TD>
      <TD STYLE="padding-left: 0.8pt; text-align: center; line-height: 115%; vertical-align: middle"><FONT STYLE="font: 10pt Symbol"></FONT><FONT STYLE="font: 10pt Symbol"></FONT>&bull;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">other risks and uncertainties related to the changing lighting market and our business strategy.</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">All forward-looking
  statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other
  information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements.
  Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in
  this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations
  will be achieved. We disclose important factors that could cause our actual results to differ materially from expectations under
  &ldquo;Risk Factors&rdquo; and elsewhere in this current report. These cautionary statements qualify all forward-looking statements
  attributable to us or persons acting on our behalf.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">Information regarding
  market and industry statistics contained in this Current Report is included based on information available to us that we believe
  is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings
  or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications
  and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and
  services.&nbsp;&nbsp;Except as required by U.S. federal securities laws, we have no obligation to update forward-looking information
  to reflect actual results or changes in assumptions or other factors that could affect those statements. See the section entitled
  &ldquo; <I>Risk Factors</I> &rdquo; for a more detailed discussion of risks and uncertainties that may have an impact on our future
  results.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>Item 1.01.</B> <B>Entry into a Material Definitive
  Agreement</B>.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;<B>Entry into a Share Exchange
  Agreement</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 31, 2013, Alas Aviation
  Corp. (the &ldquo;Company&rdquo; or &ldquo;Alas&rdquo;) entered into a Share Exchange Agreement (the &ldquo;Share Exchange&rdquo;)
  with OELC, LLC, a Delaware limited liability company (&ldquo;OELC&rdquo;) and its wholly owned subsidiary, &Eacute;nergie, LLC
  (collectively OELC, LLC and &Eacute;nergie,, LLC are referred to as, &ldquo;&Eacute;nergie&rdquo;). These interests in OELC are
  being exchanged for 33,000,000 fully paid non-assessable shares of Alas. Following closing of the Share Exchange Agreement, Alas
  Aviation will hold 100% of the financial and governance rights of OELC and through its ownership of OELC, 100% of the operating
  subsidiary, &Eacute;nergie.</P>
  
  <!-- Field: Page; Sequence: 2 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Reorganization into a Holding Company Structure</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><I>The Merger</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Alas Aviation Corp., in anticipation
  of the Share Exchange wherein Energie would become a wholly owned subsidiary of Alas Aviation Corp., established another wholly
  owned subsidiary in Delaware under the name &ldquo;Energie Holdings, Inc.&rdquo; On January 27, 2014, pursuant to the Delaware
  Holding Company formation statute, DGCL Section 251(g), the Company entered into an Agreement and Plan of Merger into a holding
  company structure (the &ldquo;Merger Agreement&quot;) with Energie Holdings, Inc. (&quot;Energie&quot;) and Alas Acquisition Company
  (&quot;AAC&quot;), both wholly-owned subsidiaries of the Company. The Agreement provided for the merger of Alas Aviation Corp.
  with and into Energie Holdings, Inc., with Energie Holdings, Inc. being the surviving corporation in that merger. Contemporaneously
  with the merger of Alas Aviation Corp. with and into Energie Holdings, Inc. pursuant to the Holding Company Formation Statute (and
  the Merger Agreement), the shareholders of Alas Aviation Corp. became shareholders of Energie Holdings, Inc. on a one share for
  one share basis pursuant to the Merger Agreement.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">As a result of this reorganization into
  a holding company structure, Energie Holdings, Inc. became the publicly quoted parent holding company with AAC becoming a wholly-owned
  subsidiary of Energie Holdings, Inc. and Alas Aviation Corp. ceased to exist. Upon consummation of the Merger Agreement, Energie
  Holding&rsquo;s common stock was deemed to be registered under Section&nbsp;12(b) of the Securities Exchange Act of 1934, as amended,
  pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Energie Holdings is the successor issuer to Alas
  Aviation Corp..</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The description of the Agreement and
  Plan of Merger set forth in this Item&nbsp;1.01 is qualified in its entirety by reference to the full text of the Agreement and
  Plan of Merger, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item&nbsp;1.01.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Effect of the Merger on the Share
  Exchange</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The effect of the merger described above
  was that OELC, LLC and Energie, LLC had a share exchange agreement with Energie Holdings, Inc. as the successor to Alas Aviation
  Corp. The merger had the practical effect of changing the name of Alas Aviation Corp. in advance of the consummation of the Share
  Exchange among other benefits.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The closing of the Share Exchange Agreement
  was conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total
  issued and outstanding shares of the Company being limited to 51,000,000 issued and outstanding post closing as well as completion
  of a PCAOB financial audit (following execution of the Share Exchange an additional 400,000 shares were issued and the limitation
  of 51,000,000 shares was waived allowing for the aforementioned issuance). &nbsp;&nbsp;Following the closing of the Share Exchange
  Agreement, the Company intends to continue OELC and &Eacute;nergie&rsquo;s historical businesses and proposed businesses. Our historical
  business and operations will continue independently through a wholly owned subsidiary.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Reference is made to Item 2.01 for a
  description of the Share Exchange Agreement and the Agreement and Plan of Merger (the &ldquo;Transaction Documents&rdquo;).&nbsp;&nbsp;The
  description of the Transaction Documents is qualified in its entirety by reference to the complete text of the Transaction Documents,
  which are incorporated by reference herein. You are urged to read the entire transaction documents and the other exhibits attached
  hereto.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">All references to us, we, our, Alas,
  Energie and the Company refer to Energie Holdings, Inc. and its subsidiaries and their respective businesses following the consummation
  of the transactions under the transaction documents, unless the context otherwise requires.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 2.01.</B> <B>Completion of Acquisition or Disposition of Assets.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">On the Effective Date, as a result of
  the Exchange Agreement, the remaining conditions to Closing were met and we acquired 100% of the issued and outstanding equity
  interests of OELC, LLC and its operating subsidiary, &Eacute;nergie, LLC in exchange for 33,00,000 shares of our Common Stock.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the terms of the Exchange
  Agreement, our sole member of the board of directors (the &ldquo;Board&rdquo;), Frank Drechsler was replaced with Harold Hansen.
  In addition, the Board appointed Harold Hansen to serve as Chairman of the Board, Harold Hansen to continue to serve as Chief Executive
  Officer and President, with Richard Cole Dennard to serve as Chief Financial Officer and Treasurer and Lee Barratt to serve as
  Secretary. Because of the change in the composition of our board of directors and the issuance of securities pursuant to the Share
  Exchange, a change-of-control of our Company occurred on the Closing Date.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">According to the terms of the Share
  Exchange Agreement, we now have 51,000,000 shares of Common Stock issued and outstanding (excluding the additional 400,000 shares
  that were issued following execution of the Share Exchange Agreement).&nbsp;&nbsp;The pre-existing stockholders of the Company
  and their designees now own approximately 35.29% of the Company&rsquo;s issued and outstanding Common Stock after the Share Exchange
  without taking into account the shares issuable under the Company&rsquo;s anticipated employee stock option plan if such plan is
  adopted.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">As stated, on or about January 27, 2014,
  through our merger into a holding company structure pursuant to the Delaware Holding Company Statute, Section 251(g), in anticipation
  of Closing on the Share Exchange, we effected a change in our corporate name from Alas Aviation Corp. to Energie Holdings, Inc.
  by filing a Certificate of Merger (&ldquo;Certificate of Merger&rdquo;) with the Delaware Secretary of State&rsquo;s Office, whereby
  our newly established and wholly owned subsidiary (formed, in part, for the purpose of effecting the change in our corporate name)
  was merged with and into the Company and the Company adopted the name of the subsidiary, Energie Holdings, Inc..&nbsp;&nbsp;&nbsp;We
  effected the name change to better reflect the nature of the business operations expected to be acquired as of the date of the
  filing of the Certificate of Merger.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">As discussed in more
  detail in Item 5.06 of this report, as a result of the consummation of the transactions under the Transaction Documents, (i) Energie
  Holdings, Inc. is not a shell company as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, and (ii)
  we acquired control of OELC, LLC and its subsidiary Energie, LLC, which are engaged in the business of LED lighting.&nbsp;&nbsp;
  In the Current Report filed on form 8-K we are providing information that would be included in a Form 10 had we been required to
  file such form. Please note that the information provided below relates to the combined entity after the acquisition of OELC, LLC
  and Energie LLC.&nbsp;&nbsp;Information in response to this Item 2.01 below is keyed to the item numbers of Form 10.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 1.</B> &nbsp;&nbsp;&nbsp; <B>Description of Business.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>DESCRIPTION OF BUSINESS</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>Background</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Energie Holdings, Inc. is 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 will include both conventional fixtures and advanced solid-state technology
  that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. Our objective
  is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state lighting.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">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 group has over 100 years of combined experience in this industry.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The first acquisition of Energie
  Holdings was &Eacute;nergie, LLC. The public company management decided to adopt the &Eacute;nergie, name to capitalize on &Eacute;nergie,
  LLC&rsquo;s 12 years in the lighting industry. &Eacute;nergie, LLC was founded in 2001 to provide specialized interior lighting
  solutions to the architecture and interior design markets. The Company is headquartered in Wheat Ridge, Colorado and also maintains
  a production and assembly facility in Zeeland, Michigan. &Eacute;nergie, LLC&rsquo;s business is based upon the company&rsquo;s
  partnership with various European suppliers of disruptive highly efficient LED lighting technology. The Company and Energie, LLC
  are capitalizing on these European lighting companies&rsquo; desire to penetrate the North American markets by solving many of
  the problems these producers encounter when approaching these markets. These obstacles include designs that do not meet UL/CUL
  standards and building codes, the need to provide appropriate North American oriented marketing and product information and specifications,
  experience to leverage the lighting industry sales agent network, and market based product supply. The Company and &Eacute;nergie&rsquo;s
  business strategy is to enter into exclusive sales agreements with European suppliers that have unique lighting products; and to
  bridge the divide between product desires of North American architects, lighting designers, electrical engineers and interior designers
  to access innovative European products and the desires of European manufacturers to find a cost effective way to penetrate the
  North American markets. As these European partners are continually developing new products, &Eacute;nergie collaborates in the
  fixture design process and has the right to launch such products in North America. In many cases, &Eacute;nergie partners will
  co-fund the upfront costs associated with launching new products however there continue to be needs for additional working capital
  to accelerate its growth.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>The LED Lighting Industry</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The global lighting 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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">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.
  In addition, the energy-efficient nature of LED technology 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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In North America, lighting manufacturers
  typically sell products through manufacturer&rsquo;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.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Representatives also have direct
  contact with lighting designers, electrical engineers, architects and general contractors that influence buying decisions. The
  manufacturer&rsquo;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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Historically, large global competitors
  focused almost exclusively on the general illumination market because of their advantage in purchasing power, manufacturing volume
  and distribution efficiency, while smaller industry participants generally competed in niche markets primarily by offering specialized
  products and superior customer service to their regions. However, the evolution of advanced lighting solutions has enabled smaller
  companies to penetrate and compete in the larger general illumination market. One of these notable advanced lighting solutions
  is LED lighting.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>LED Lighting Industry Trends</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">LEDs are semiconductor-based devices
  that generate light. As the cost of LEDs decreases and 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<FONT STYLE="color: red">:
  </FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Technological Innovations Expand
  LED Functionality</I><FONT STYLE="color: red">.</FONT> 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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">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 &ldquo;lumens per watt.&rdquo; Lumens per watt (often referred to as
  &ldquo;efficacy&rdquo;) 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&rsquo;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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>High Energy Costs Drive LED
  Adoption.</I> 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 leading consulting company, 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, we believe LED adoption should continue to expand. For example, LED lamps are currently outselling
  CFL lamps in Japan as the quality of light is far superior to CFLs. In 2011, an analysis of the global lighting market by a leading
  consulting company predicts that the LED market share for new construction will grow from 7% in 2010 to 70% in 2020. In the same
  period, LED market share for replacement lamps and retrofits will soar from 5% to 53%. In dollars, the same study estimated that
  the overall LED lighting market will grow by about 30% per year and reach approximately $84 billion in 2020.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><FONT STYLE="font: 10pt/115% Times New Roman, Times, Serif"><I>Legislative
  Influences Spur Market Adoption of Energy Efficient LED Lighting.</I> Government regulations, such as initiatives by the United
  States Department of Energy and the Environmental Protection Agency&rsquo;s Energy Star Certification Program, are driving adoption
  of more energy efficient lighting solutions. Energy Star sets industry-wide international recommendations for lighting products
  that outline efficiency and performance criteria, helping manufacturers promote their products and purchasers better understand
  lighting products. Governments are also adopting or proposing legislation to promote energy efficiency and conservation. Lower
  energy consumption translates into lower electricity generation, often from coal power plants, and thus can significantly lower
  carbon emissions. Legislative actions to promote energy efficiency can beneficially impact the LED lighting market in the countries
  adopting such legislation and other countries, as well. For example, several countries have effectively banned the 40, 60, and100-watt
  incandescent light bulbs and are expected to progressively apply these restrictions to lower-wattage bulbs. In addition, LED lighting
  solutions are free of hazardous materials such as mercury, which can be harmful to the environment. Any restrictions on the use
  of hazardous substances could adversely affect one of the LED lamp&rsquo;s primary competitors, the CFL market.</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>Summary of Current Business of the Company</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The business plan for Energie Holdings
  is to acquire and grow complementary LED based lighting fixture companies. Each acquisition will continue to operate under its
  own brand. Energie Holdings will provide access to LED technology and suppliers, appropriate capital funding and general business
  practices oversight and where appropriate some support services will be provided to gain greater leverage on cost. Examples could
  include: accounting, legal, employee benefits and payroll services, and common component bulk purchasing contracts.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The first acquisition for Energie
  Holdings is &Eacute;nergie, LLC which is a wholly owned subsidiary. It will continue to operate as a stand-alone business. . &Eacute;nergie
  LLC 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 spaces. The subsidiary company targets the
  $4 billion architectural, specification-grade lighting fixture segment with innovative, differentiated lighting products that exemplify:</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 35pt; text-align: left; vertical-align: bottom"><FONT STYLE="font-family: Wingdings"></FONT>[]</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">Energy efficiency focused
  on the disruptive LED technology</FONT></TD>
  </TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 35pt; text-align: left; vertical-align: bottom"><FONT STYLE="font-family: Wingdings"></FONT>[]</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">High performance with respect
  to quantity and quality of light through superior optic design</FONT></TD>
  </TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top; text-align: justify">
  <TD STYLE="width: 35pt; text-align: left; vertical-align: top">[]</TD><TD STYLE="width: 5pt"></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">Aesthetic design that appeals
  to the senses while allowing architects and designers to make strong visual statements by accessing European lighting fixture
  designers</FONT></TD>
  </TR></TABLE>
  
  <P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In order to secure such projects,
  &Eacute;nergie LLC cultivates relationships and builds its 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. The Company maintains a network of over 60 sales agencies across North America to represent its products. &Eacute;nergie
  LLC supports its agents with sales and marketing resources to help drive &ldquo;sell through&rdquo; of &Eacute;nergie branded products.
  All products are assembled to Underwriter&rsquo;s Laboratory requirements in our factory to control quality and meet lead time
  requirements of the customers.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">&Eacute;nergie LLC&rsquo;s business
  model and product strategy is based upon collaboration with leading European lighting companies. The North American architectural
  and design community has long recognized that European lighting manufacturers have distinctive, innovative and technologically
  advanced product offerings. Arguably, European designs and technology are several years ahead of what is available in North 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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The European manufacturers 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, unprofitable
  and many have failed. 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 &ldquo;green fielding&rdquo; and supporting U.S.
  operations.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>Our Growth Strategy</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The objective of Energie Holdings
  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. Our creative lighting products will include both conventional fixtures and advanced solid-state
  technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment.
  Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state
  lighting.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">Key elements of our share value price growth strategy
  include:</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>LED Technology Leadership: </I>As
  LED technology increases in the speed at which it is advancing, lighting fixture designs will have to adapt to that rate of change.
  Energie Holdings intends to provide access to the best resources to apply LED technology for our subsidiaries. We also intend to
  provide buying contracts with LED component manufacturers to control cost while staying at the leading edge of the technology.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Access to Investment Capital:
  </I>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. Energie Holdings intends to provide
  the appropriate capital to develop and launch LED lighting fixtures through our subsidiaries.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Best Practices Management Services:
  </I>The business processes and staffing required to move to solid state lighting are different than those needed for conventional
  lighting technology. Energie Holdings intends to provide assistance to our subsidiary teams to help them capitalize on these changes
  aggressively and cost effectively.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Market Appropriate Education.</I>
  We believe that specifier and end-user education of the benefits of LED lighting is key. There is a growing need for unique advances
  in LED engineering and the market is beginning to embrace the technology. Through education, we intend to create a sales force
  and distribution network that provides the knowledge necessary to drive the commercial market. By introducing new products with
  longer life and lower cost we believe that the LED market and its acceptance will continue to grow at a rapid rate.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Expanding our LED Product Portfolio</I>.
  As our goal is to serve our customers and create a quality experience in both product and service, we will continue to expand these
  categories and add necessary fixtures and light sources to increase our offering as an LED solution provider.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Developing and Protecting Our
  Intellectual Property</I>. Securing and defending intellectual property by using the UL Listing process related to the design,
  manufacture and application of advanced lighting 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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><I>Capitalizing on Opportunities
  in Our Target Markets</I>. We believe there is a growing need for unique, advanced lighting solutions across our target markets.
  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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><B>Competition</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We currently face competition from
  both traditional lighting companies that provide general lighting products, including incandescent, fluorescent, high intensity
  discharge (HID), metal halide (MH) and 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
  basis of design, innovation, and quality of light, maintenance costs, safety issues, energy consumption, price, product quality
  and brightness.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In the general illumination market,
  we compete with traditional lighting companies that include Acuity Brands Lighting, Inc., Cooper Lighting (a division of Cooper
  Industries, Inc.), Hubbell Lighting, Inc. (a division of Hubbell Incorporated), Juno Lighting Group (a division of Schneider Electric
  SA), GE Lighting and Royal Philips Lighting (a division of Koninklijke Philips Electronics 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.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">We believe that we will compete favorably in our markets,
  based on the following factors:</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; Breadth and diversity of
  high-quality LED product offerings</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; Our expansive distribution
  network and developed relationships</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; Innovative products at competitive
  price points</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; UL/CUL, DLC and Energy Star
  certifications</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; Ability to offer multiple
  levels of products</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; Value-engineered products
  producing a fast ROI</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&bull; Responsiveness to customers</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We 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.<I>&#9;</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Employees</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">As of the date of this Current Report,
  the Company has three full-time employees, Harold Hansen, Lee Barratt and Veda Ferlazzo Clark and Richard Cole Dennard working
  as an independent contractor. Our wholly owned subsidiary has seven additional employees and from time to time employees are engaged
  on a temporary basis as needed to meet production schedules.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Legal Proceedings</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Neither the Company nor its subsidiaries knows
  of any material, existing or pending legal proceedings against them, nor are any of them involved as a plaintiff in any material
  proceeding or pending litigation. There are no proceedings in which the Company&rsquo;s or Subsidiaries&rsquo; directors, officers
  or any affiliates, or any registered or beneficial shareholder, are an adverse party or have a material interest adverse to its
  interest.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Item 1A.&nbsp;</B> <B>Risk Factors.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>RISK FACTORS</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">INVESTING IN THE COMPANY&rsquo;S
  COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING RISKS ACTUALLY MATERIALIZES, THE COMPANY&rsquo;S BUSINESS,
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD SUFFER. IF ANY OF THE FOLLOWING OCCURS, OUR BUSINESS, FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS COULD SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD ALSO DECLINE. WE OPERATE IN A CONTINUALLY
  CHANGING BUSINESS ENVIRONMENT. IN THIS ENVIRONMENT, NEW RISKS MAY EMERGE AND ALREADY IDENTIFIED RISKS MAY VARY SIGNIFICANTLY IN
  TERMS OF IMPACT AND LIKELIHOOD OF OCCURRENCE. MANAGEMENT CANNOT PREDICT SUCH DEVELOPMENTS, NOR CAN IT ASSESS THE IMPACT, IF ANY,
  ON OUR BUSINESS OF SUCH NEW RISK FACTORS OR OF EVENTS DESCRIBED IN ANY FORWARD-LOOKING STATEMENTS.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">An investment in our Common Stock
  involves a high degree of risk. You should carefully consider the risks described below and the other information in this Current
  Report filed on Form 8-K before investing in our Common Stock. The Company&rsquo;s business is subject to numerous risk factors,
  including but not limited to the following:</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Risks Related to Our Business</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Our independent auditors have
  expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The report of our independent auditors
  on our financial statements for the year ended December 31, 2013 included an explanatory paragraph indicating that there is substantial
  doubt about our ability to continue as a going concern. Our auditors&rsquo; doubts are based on our incurring significant net loss
  and our working capital deficit position. Our ability to continue as a going concern will be determined by our ability to obtain
  additional funding in the short term to enable us to realize the commercialization of our planned business operations. Our financial
  statements do not include any adjustments that might result from the outcome of this uncertainty.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>The Company was an development
  stage company that has had no operating history since June 2006, its only revenues are from its subsidiary OELC, LLC</I></B>.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Until the acquisition of OELC,
  LLC, the Company had no assets or financial resources other than those it received from advances from shareholders. It will, in
  all likelihood continue to sustain losses until it is able to reduce its costs of borrowing, increase its revenue and margins,
  close on an acquisition that is accretive to earnings or additional funding is obtained. This may result in the Company incurring
  additional net operating losses that will increase continuously until it can secure additional funding or can consummate one of
  its other anticipated acquisitions. There is no assurance that the Company can identify such a future business opportunity and
  consummate such a joint venture or business combination.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>If we fail to retain our key personnel or if we
  fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business
  could suffer.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Our future success and ability
  to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions
  of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees,
  including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly
  skilled technical people is extremely intense, and we face challenges identifying, hiring and retaining qualified personnel in
  many areas of our business. If we fail to retain our senior management and other key personnel or if we fail to attract additional
  qualified personnel, we may not be able to achieve our strategic objectives and our business could suffer.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Completion of Marketing Concept. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">There is no assurance that the
  Company will be able to implement its marketing concept as planned. Accordingly, the Company may not have sufficient capital to
  pay the amounts due under the Note(s).</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Competition. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">There is widespread competition
  in the lighting industry. Although the Company believes it will enjoy a competitive advantage with the proprietary intellectual
  property related to its products through its exclusive distribution agreements, other companies may develop competing products.
  The Company&rsquo;s competition includes larger, more experienced and stronger capitalized companies than the Company. No assurance
  can be given that the Company will be able to compete successfully with such competitors in the future. Therefore, investment in
  the Note, the Warrants and the Common Stock issuable upon exercise or conversion is considered a risky and speculative investment.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>General Economic Conditions.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The Company is attempting to exploit
  a new product at a time of generally recognized national economic slowdown and in particular a slowdown in the building and construction
  industries. The Company may experience difficulty in selling, even where the Company&rsquo;s products and services are enthusiastically
  received.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Need for Additional Financing.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The Company pursued a strategy
  of becoming a publicly traded company as part of its acquisition strategy for growth, to the extent that the price of its Common
  Stock is lower than expected, it may not be in a position to use its equity as consideration for target acquisitions or it may
  be necessary for the Company to provide the equity holders of potential targets with more equity than it would deem desirable.
  As a result it may be necessary for the Company to fund these acquisitions with the sale of its equity securities (common or preferred)
  or with debt. There can be no assurance that the Company&rsquo;s operations or those of its intended acquisition targets will supply
  the revenues necessary for such expansion. There can be no assurances given that such financing will be available in the amount
  required or, if available, that such financing may be obtained on terms satisfactory to the Company.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Our new products may not achieve broad market
  acceptance, which would prevent us from increasing our revenue and market share. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">If we fail to achieve broad market
  acceptance of new products, there could be an adverse impact on our ability to increase our revenue, gain market share and achieve
  and sustain profitability. Our ability to achieve broad market acceptance for additional products will be impacted by a number
  of factors, including:</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">[]<FONT STYLE="font-family: Times New Roman, Times, Serif"> our ability to timely introduce and complete new
  designs and timely qualify and certify our products;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  whether the owners of large industrial or commercial facilities will continue to be willing to purchase our products given our
  current size of operations;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  our ability to produce LED lighting systems that compete favorably against other solutions on the basis of price, quality, design,
  reliability and performance;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  our ability to choose appropriate products from our suppliers that we will be able to modify to comply with local standards and
  regulatory requirements, as well as potential in-country manufacturing requirements; and</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  our ability to continue to develop and maintain successful relationships with our customers and suppliers.</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In addition, our ability to achieve
  increased market share will depend on our ability to increase sales to commercial, residential and industrialfacilities. These
  potential customers often have in certain cases made substantial investments in other types of lighting systems, which may create
  challenges for us to achieve their adoption of our LED solutions.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>The LED lighting industry is highly competitive
  and we expect to face increased competition as new and existing competitors introduce competing products, which could negatively
  impact our results of operations and market share. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Marketing and selling our LED solutions
  against traditional lighting solutions is highly competitive, and we expect competition to intensify as new and existing competitors
  enter the LED lighting market. We believe that there are possibly a number of companies developing LED and other products that
  will compete directly with our LED systems.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Some of our competitors have announced
  plans to introduce LED products that could compete with our systems. Several of our existing and potential competitors are significantly
  larger, have greater financial, marketing, distribution, customer support and other resources, are more established than we are,
  and have significantly better brand recognition. Some of our competitors have more resources to develop or acquire, and more experience
  in developing or acquiring, new products and technologies and in creating market awareness for these products and technologies.
  Further, certain competitors may be able to develop new products more quickly than we can and may be able to develop products that
  are more reliable or which provide more functionality than ours. In addition, some of our competitors have the financial resources
  to offer competitive products at aggressive or below-market pricing levels, which could cause us to lose sales or market share
  or require us to lower prices for our LED systems in order to compete effectively. If we have to reduce our prices by more than
  we anticipated, or if we are unable to offset any future reductions in our average selling prices by increasing our sales volume,
  reducing our costs and expenses or introducing new products, our gross profit would suffer.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>A drop in the price of electricity derived from
  the utility grid or from alternative energy sources may harm our business, financial condition and results of operations. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We believe that a decision to purchase
  an LED system is strongly influenced by the cost of electricity. Decreases in the prices of electricity would make it more difficult
  for all LED systems to compete. In particular, growth in unconventional natural gas production and an increase in global liquefied
  natural gas capacity are expected to keep natural gas prices relatively low for the foreseeable future. Persistent low natural
  gas prices, lower prices of electricity produced from other energy sources, such as nuclear power, or improvements to the utility
  infrastructure could reduce the retail price of electricity from the utility grid, making the purchase of an LED less economically
  attractive and lowering sales of our LED lighting systems. In addition, energy conservation technologies and public initiatives
  to reduce demand for electricity also could cause a fall in the retail price of electricity from the utility grid which could negatively
  impact our sales.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Energie LLC depends upon a few manufacturers.
  Our operations could be disrupted if we encounter problems with these manufacturers. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We have limited internal manufacturing
  capabilities, and rely primarily upon the products of third party manufacturers. Our manufacturing facility is focused largely
  on assembly and modification of existing products manufactured by third parties overseas. Our reliance on those manufacturers makes
  us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing
  yields and costs.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The revenues that our manufacturers
  generate from our orders may represent a relatively small percentage of their overall revenues. As a result, fulfilling our orders
  may not be considered a priority in the event of constrained ability to fulfill all of their customer obligations in a timely manner.
  In addition, the facilities in which our products are manufactured are located outside of the United States. We believe that the
  location of these facilities outside of the United States increases supply risk, including the risk of supply interruptions or
  reductions in manufacturing quality or controls.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">If our manufacturers were unable
  or unwilling to manufacture our products in required volumes and at high quality levels or renew existing terms under supply agreements,
  we would have to identify, qualify and select acceptable alternative manufacturers. An alternative contract manufacturer may not
  be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable
  terms, including price. Further, in most instances the products we purchase from any particular manufacturer are proprietary to
  that manufacturer and it would not be possible to source the same product from another manufacturer. Any significant interruption
  in manufacturing would require us to reduce our supply of products to our customers, which in turn would reduce our revenues, harm
  our relationships with our customers and damage our relationships with our distributors and end customers and cause us to forego
  potential revenue opportunities.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>If we are unable to effectively develop, manage
  and expand our distribution channels for our products, our operating results may suffer.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">If we are unable to effectively
  penetrate additional business channels or develop alternate channels to ensure our products are reaching the appropriate customer
  base, our financial results may be adversely impacted. In addition, if we successfully penetrate or develop these channels, we
  cannot guarantee that customers will accept our products or that we will be able to deliver them in the timeline established by
  our customers.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We intend to sell a substantial
  portion of our products to electrical distributors. We will rely on our lighting sales agents to develop and expand their customer
  base as well as anticipate demand from their customers. If they are not successful, our growth and profitability may be adversely
  impacted.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>The markets in which we operate are highly competitive
  and have evolving technical requirements. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The markets for our products are
  highly competitive. In the LED market, we compete with companies that manufacture or sell LED chips and LED components as well
  as those that sell LED lighting products. Competitors continue to offer new LED products with aggressive pricing and improved performance.
  Competitive pricing pressures may change and could impact our gross margins.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>We will operate in an industry that is subject
  to significant fluctuation in supply and demand that affects our LED revenue and profitability.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The LED lighting industry is in
  the early stages of adoption and is characterized by constant and rapid technological change, rapid product obsolescence and price
  erosion, evolving standards, short product life-cycles and fluctuations in product supply and demand. The industry has experienced
  significant fluctuations, often in connection with, or in anticipation of product cycles and declines in general economic conditions.
  These fluctuations have been characterized by lower product demand, production overcapacity, higher inventory levels and increased
  pricing pressure.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><B><I>The adoption of or changes
  in government and/or industry policies, standards or regulations relating to the efficiency, performance or other aspects of LED
  lighting or changes in government and/or industry policies, standards or regulations that discourage the use of certain traditional
  lighting technologies, could impact the demand for our LED products. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The adoption of or changes in government
  and/or industry policies, standards or regulations relating to the efficiency, performance or other aspects of LED lighting may
  impact the demand for our LED products. Demand for our LED products may also be impacted by changes in government and/or industry
  policies, standards or regulations that discourage the use of certain traditional lighting technologies. For example, the Energy
  Independence and Security Act of 2007 in the United States imposed constraints on the sale of incandescent lights which began in
  2012. These constraints may be eliminated or delayed by legislative action, which could have a negative impact on demand for our
  products.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Depressed general economic conditions, including
  the strength of the construction market, may adversely affect our operating results and financial condition. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Our business is sensitive to changes
  in general economic conditions, both inside and outside the United States. An economic downturn may adversely impact our business.
  Sales of our lighting products depend significantly upon the level of new building and renovation construction, which is affected
  by commercial and housing market trends, interest rates and the weather. In addition, due to the seasonality of construction and
  the sales of lighting products, our revenue and income have tended to be significantly lower in the first quarter of each year.
  We may experience substantial fluctuations in our operating results from period to period as a consequence of these factors. Slow
  growth in the economy or an economic downturn could adversely affect our ability to meet our working capital requirements and growth
  objectives, or could otherwise adversely affect our business, financial condition and results of operations. As a result, any general
  or market-specific economic downturns, particularly those affecting new building construction and renovation, or that cause end-users
  to reduce or delay their purchases of lighting products, services, or retrofit activities, would have a material adverse effect
  on our business, cash flows, financial condition and results of operations.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Our operating results may fluctuate due to factors
  that are difficult to forecast and not within our control. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Our past operating results may
  not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our
  operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to
  fluctuations include:</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand in the industries
  we serve;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  our ability to effectively manage our working capital; &#9;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  our ability to satisfy consumer demands in a timely and cost-effective manner;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  pricing and available of labor and materials;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  our inability to adjust certain fixed costs and expenses for changes in demand;</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  seasonal fluctuations in demand and our revenue; and</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  disruption in component supply from foreign vendors.</FONT></P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif"> </FONT></P>
  
  
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><FONT STYLE="font-family: Times New Roman, Times, Serif"></FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><B><I>If LED lighting technology
  fails to gain widespread market acceptance or we are unable to respond effectively as new lighting technologies and market trends
  emerge, our competitive position and our ability to generate revenue and profits may be harmed. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">To be successful, we depend on
  continued market acceptance of our existing LED technology. Although adoption of LED lighting continues to grow, the use of LED
  lighting products for general illumination is in its early stages, is still limited and faces significant challenges. Potential
  customers may be reluctant to adopt LED lighting products as an alternative to traditional lighting technology because of its higher
  initial cost or perceived risks relating to its novelty, reliability, usefulness, light quality and cost-effectiveness when compared
  to other established lighting sources available in the market. Changes in economic and market conditions may also affect the marketability
  of some traditional lighting technologies such as declining energy prices in certain regions or countries may favor existing lighting
  technologies that are less energy efficient, reducing the rate of adoption for LED lighting products in those areas. Even if LED
  lighting products continue to achieve performance improvements and cost reductions, limited customer awareness of the benefits
  of LED lighting products, lack of widely accepted standards governing LED lighting products and customer unwillingness to adopt
  LED lighting products in favor of entrenched solutions could significantly limit the demand for LED lighting products and adversely
  impact our results of operations. In addition, we will need to keep pace with rapid changes in LED technology, changing customer
  requirements, new product introductions by competitors and evolving industry standards, any of which could render our existing
  products obsolete if we fail to respond in a timely manner. Development of new products incorporating advanced technology is a
  complex process subject to numerous uncertainties. We have previously experienced, and could in the future, experience delays in
  the introduction of new products. If effective new sources of light other than LEDs are discovered, our current products and technologies
  could become less competitive or obsolete. If others develop innovative proprietary lighting technology that is superior to ours,
  or if we fail to accurately anticipate technology and market trends, respond on a timely basis with our own development of new
  products and enhancements to existing products, and achieve broad market acceptance of these products and enhancements, our competitive
  position may be harmed and we may not achieve sufficient growth in our net sales to attain or sustain profitability.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>If we are unable to manage any future growth effectively,
  our profitability and liquidity could be adversely affected. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Our ability to achieve our desired
  growth depends on our execution in functional areas such as management, sales and marketing, and general administration and operations.
  To manage any future growth, we must continue to improve our distribution, operational and financial processes and systems and
  expand, train and manage our employee base. If we are unable to manage our growth effectively, our business and results of operations
  could be adversely affected.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>If we are not able to compete effectively against
  companies with greater resources, our prospects for future success will be jeopardized. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The lighting industry is highly
  competitive. In the high performance lighting markets in which we sell our advanced lighting systems, our products compete with
  lighting products utilizing traditional lighting technology provided by many vendors. Additionally, in the advanced lighting markets
  in which we have primarily competed to date, competition has largely been fragmented among a number of small manufacturers. However,
  some of our competitors, particularly those that offer traditional lighting products, are larger, established companies with greater
  resources to devote to research and development, manufacturing and marketing, as well as greater brand recognition.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Moreover, we expect to encounter
  competition from an even greater number of companies in the general lighting market. Our competitors are expected to include the
  large, established companies in the general lighting industry, such as GE, Inc., Osram Sylvania, CREE, Inc. and Royal Philips Electronics.
  Each of these competitors has undertaken initiatives to develop LED technology. These companies have global marketing capabilities
  and substantially greater resources to devote to research and development and other aspects of the development, manufacture and
  marketing of LED lighting products than we possess. The relatively low barriers to entry into the lighting industry and the limited
  proprietary nature of many lighting products also permit new competitors to enter the industry easily.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In each of our markets, we also
  anticipate the possibility that LED manufacturers, including those that currently supply us with LEDs, may seek to compete with
  us. Our competitors&rsquo; lighting technologies and products may be more readily accepted by customers than our products. Moreover,
  if one or more of our competitors or suppliers were to merge with one another, the change in competitive landscape could adversely
  affect our competitive position. Additionally, to the extent that competition in our markets intensifies, we may be required to
  reduce our prices in order to remain competitive. If we do not compete effectively, or if we reduce our prices without making commensurate
  reductions in our costs, our net sales and profitability and our future prospects for success may be harmed.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>We depend on independent sales representatives
  for a substantial portion of our net sales, and the failure to manage our relationships with these third parties, or the termination
  of these relationships, could cause our net sales to decline and harm our business. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We rely significantly on indirect
  sales channels to market and sell our products. Most of our products are sold through third-party independent sales representatives.
  In addition, these parties provide technical sales support to end-users. Our current agreements within these sales channels are
  generally non-exclusive, meaning they can sell products of our competitors. We anticipate that any such agreements we enter into
  in the future will be on similar terms. Furthermore, our agreements are generally short-term, and can be cancelled by these sales
  channels without significant financial consequence. We cannot control how these sales representatives perform and cannot be certain
  that we or end-users will be satisfied by their performance. If these sales representatives significantly change their focus away
  from us, or change their historical pattern of selling products from us, there could be a significant impact on our net sales and
  profits.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Our products could contain defects or they may
  be installed or operated incorrectly, which could reduce sales of those products or result in claims against us. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Despite product testing, defects
  may be found in our existing or future products. This could result in, among other things, a delay in the recognition or loss of
  net sales, loss of market share or failure to achieve market acceptance. These defects could cause us to incur significant warranty,
  support and repair costs, divert the attention of our engineering personnel from our product development efforts, and harm our
  relationship with our customers. The occurrence of these problems could result in the delay or loss of market acceptance of our
  lighting products and would likely harm our business. Some of our products use line voltages (such as 120 or 277 AC), which involve
  enhanced risk of electrical shock, injury or death in the event of a short circuit or other malfunction. Defects, integration issues
  or other performance problems in our lighting products could result in personal injury or financial or other damages to end-users
  or could damage market acceptance of our products. Our customers and end-users could also seek damages from us for their losses.
  A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>The cost of compliance with environmental, health
  and safety laws and regulations could adversely affect our results of operations or financial condition. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We are subject to a broad range
  of environmental, health, and safety laws and regulations. These laws and regulations impose increasingly stringent environmental,
  health, and safety protection standards and permitting requirements regarding, among other things, air emissions, wastewater storage,
  treatment, and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, the remediation of environmental
  contamination, and working conditions for our employees. Some environmental laws, such as Superfund, the Clean Water Act, and comparable
  laws in U.S. states and other jurisdictions world-wide, impose joint and several liability for the cost of environmental remediation,
  natural resource damages, third party claims, and other expenses, without regard to the fault or the legality of the original conduct,
  on those persons who contributed to the release of a hazardous substance into the environment. We may also be affected by future
  laws or regulations, including those imposed in response to energy, climate change, geopolitical, or similar concerns. These laws
  may impact the sourcing of raw materials and the manufacture and distribution of our products and place restrictions and other
  requirements on the products that we can sell in certain geographical locations.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Energie LLC operations rely on international suppliers
  and are subject to risks associated with operating in international markets. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">All of our products originate from foreign suppliers.
  International business operations are subject to inherent risks, including, among others:</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  difficulty in enforcing agreements through foreign legal systems,</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  unexpected changes in regulatory requirements, tariffs, and other trade barriers or restrictions,</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  potentially adverse tax consequences,</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  the burdens of compliance with the U.S. Foreign Corrupt Practices Act, similar anti-bribery laws in other countries, and a wide
  variety of foreign laws,</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  import and export license requirements and restrictions of the United States and each other country in which we operate,</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  exposure to different legal standards and reduced protection for intellectual property rights in some countries,</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  currency fluctuations and restrictions, and</FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">[]<FONT STYLE="font-family: Wingdings"></FONT><FONT STYLE="font-family: Times New Roman, Times, Serif">
  political, social, and economic instability, including war and the threat of war, acts of terrorism, pandemics, boycotts, curtailment
  of trade or other business restrictions. </FONT></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">If we do not anticipate and effectively manage these
  risks, these factors may have a material adverse impact on our sales, thus lowering our total revenues.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>We believe that certification and compliance issues
  are critical to adoption of our lighting systems, and failure to obtain such certification or compliance would harm our business.
  </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We are required to comply with
  certain legal requirements governing the materials in our products. Although we are not aware of any efforts to amend any existing
  legal requirements or implement new legal requirements in a manner with which we cannot comply, our net sales might be adversely
  affected if such an amendment or implementation were to occur.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Moreover, although not legally
  required to do so, we strive to obtain certification for substantially all our products. In the United States, we seek certification
  on substantially all of our products from Underwriters Laboratories (UL&reg;) or Intertek Testing Services (ETL&reg;). Although
  we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals,
  we cannot ensure that we will be able to obtain any such certifications for our new products or that, if certification standards
  are amended, that we will be able to maintain such certifications for our existing products. Moreover, although we are not aware
  of any effort to amend any existing certification standard or implement a new certification standard in a manner that would render
  us unable to maintain certification for our existing products or obtain ratification for new products, our net sales might be adversely
  affected if such an amendment or implementation were to occur.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Failure to effectively estimate employer-sponsored
  health insurance premiums and incremental costs due to the Affordable Healthcare Act could materially and adversely affect our
  results of operations, financial position, and cash flows. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In March 2010, the United States
  federal government enacted comprehensive health care reform legislation, which, among other things, includes guaranteed coverage
  requirements, eliminates pre-existing condition exclusions and annual and lifetime maximum limits, restricts the extent to which
  policies can be rescinded, and imposes new taxes on health insurers, self-insured companies, and health care benefits. The legislation
  imposes implementation effective dates that began in 2010 and extend through 2020 with many of the changes requiring additional
  guidance from federal agencies and regulations. Possible adverse effects could include increased costs, exposure to expanded liability,
  and requirements for us to revise the ways in which healthcare and other benefits are provided to employees. We continue to monitor
  the potential impacts the health care reform legislation will have on our financial results.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>We may be subject to legal claims against us or
  claims by us which could have a significant impact on our resulting financial performance.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">At any given time, we may be subject
  to litigation, the disposition of which may have an adverse effect upon our business, financial condition, or results of operation.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Energie LLC has significant exposure to economic
  risk in Europe because the majority of our supply partners are located in Europe. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Because the majority of our products
  are manufactured by European suppliers, we are subject to all of the general European economic risks faced by them.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Countries in Europe may be significantly
  affected by fiscal and monetary controls implemented by the European Union (&ldquo;EU&rdquo;) and European Economic and Monetary
  Union (&ldquo;EMU&rdquo;), which require member countries to comply with restrictions on inflation rates, deficits, interest rates,
  debt levels and fiscal and monetary controls. Decreasing imports or exports, changes in governmental or other regulations on trade,
  changes in the exchange rate of the Euro, the default or threat of default by one or more EU member countries on its sovereign
  debt, and/or an economic recession in one or more EU member countries may have a significant adverse effect on the economies of
  other EU member countries and major trading partners outside Europe.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In recent years, the European financial
  markets have experienced volatility and adverse trends due to concerns about economic downturns, rising government debt levels
  and the possible default of government debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain.
  Several countries, including Greece and Italy, have agreed to multi-year bailout loans from the European Central Bank, International
  Monetary Fund, and other institutions. A default or debt restructuring by any European country, such as the restructuring of Greece&rsquo;s
  outstanding sovereign debt, can adversely impact holders of that country&rsquo;s debt and sellers of credit default swaps linked
  to that country&rsquo;s creditworthiness, which may be located in countries other than those listed above, and can affect exposures
  to other EU countries and their businesses as well. The manner in which the EU and EMU responded to the global recession and sovereign
  debt issues raised questions about their ability to react quickly to rising borrowing costs and the potential default by Greece
  and other countries of their sovereign debt and revealed a lack of cohesion in dealing with the fiscal problems of member states.
  To address budget deficits and public debt concerns, a number of European countries have imposed strict austerity measures and
  comprehensive financial and labor market reforms, which could increase political or social instability. Many European countries
  continue to suffer from high unemployment rates.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B>Risks Related to our Securities</B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Limited Operating Experience as a Publicly Traded
  Company. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The Company&rsquo;s management
  has operated as a private company for approximately 12 years however, neither &Eacute;nergie nor its management has ever operated
  as a public company. There are additional demands on management as a result of becoming a publicly traded company including but
  not limited to the additional time and expense associated with preparing and filing reports with the Securities and Exchange Commission
  and raising necessary working capital with a market established price for its Common Stock. While management believes that the
  benefits associated with being a publicly traded company outweigh the costs, these additional demands on management&rsquo;s time
  and resources could have a negative impact on the Company and its operations.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>We incur significant costs as a result of being
  a public company and our management is required to devote substantial time and financial resources to meet compliance obligations.
  </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">As a public company reporting to
  the Securities and Exchange Commission, we incur significant legal, accounting, investor relations, board compensation and other
  expenses. We are subject to the reporting requirements of the Securities Exchange Act of 1934, and the Sarbanes-Oxley Act of 2002,
  including section 404 that requires that we annually evaluate and report on our systems of internal controls. In the future, there
  may be material weaknesses in our internal controls that would be required to be reported in future Annual Reports on Form 10-K
  and/or Quarterly Reports on Form 10-Q. A negative reaction by the equity markets to the reporting of a material weakness could
  cause our stock price to decline.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Limitation of Officer and Director Liability/Indemnification.
  </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The Company&rsquo;s certificate
  of incorporation contains a provision, which, in substance, eliminates the personal liability of the officers and directors of
  the Company and its shareholders for monetary damages for breaches of their fiduciary duties as officers and directors to the fullest
  extent permitted by Delaware law.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>Our Common Stock trades on the OTCQB. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Our Common Stock is currently listed
  for trading on the OTCQB, which is generally considered to be a less efficient market than markets such as NASDAQ or other national
  exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. For companies whose
  securities are traded on the OTCQB, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant
  news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such
  companies, and (iii) to obtain needed capital.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>There is a limited public market for our Common
  Stock. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">There is currently a limited public
  market for the Common Stock. Holders of our Common Stock may, therefore, have difficulty selling their Common Stock, should they
  decide to do so. In addition, there can be no assurances that such markets will continue or that any shares of Common Stock will
  be able to be sold without incurring a loss. Any such market price of the Common Stock may not necessarily bear any relationship
  to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not
  be indicative of the market price for the Common Stock in the future. Further, the market price for the Common Stock may be volatile
  depending on a number of factors, including business performance, industry dynamics, news announcements or changes in general economic
  conditions.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>As a &ldquo;thinly-traded&rdquo; stock, large
  sales can and have placed negative pressure on our Common Stock price. </I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Our Common Stock trades over-the-counter
  on the OTCQB Marketplace under the symbol ELED, which generally lacks the liquidity, research coverage and institutional investors
  following of a national stock exchange. Our Common Stock is generally considered to be &ldquo;thinly-traded.&rdquo; Additionally,
  we may enter into in the future, financing or acquisition transactions resulting in a large number of newly issued shares that
  become immediately tradable or tradable simultaneously in the future. These factors, coupled with a limited number of market makers,
  impairs the liquidity of our stock, not only the number of shares that can be bought and sold, but also possible delays in the
  timing of transactions, and lower prices for our Common Stock than might otherwise prevail. This could make it difficult or impossible
  for an investor to sell shares of our Common Stock within a desired timeframe or to obtain a desired price. Any efforts in the
  future to list our Common Stock on a national stock exchange will require satisfaction of the initial listing standards for such
  an exchange, and we currently do not, and may not ever, satisfy those listing standards.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">In addition, from time to time,
  certain of our shareholders may be eligible to sell all, or a portion of, their shares of Common Stock by means of ordinary brokerage
  transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, or under effective resale prospectuses.
  Any substantial sale of our Common Stock pursuant to Rule 144 or any resale prospectus may have an adverse effect on the market
  price of our securities.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>The costs to meet the Company&rsquo;s reporting
  requirements as a public company subject to the Exchange Act of 1934 are substantial and may result in the Company having insufficient
  funds to operate.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The Company will incur ongoing
  expenses associated with professional fees for accounting and legal expenses associated with being a public company. Those fees
  will be higher if the Company&rsquo;s business volume and activity increases. It will also be time-consuming, difficult and costly
  for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act of 2002, or the
  Sarbanes-Oxley Act. Certain members of our management have limited or no experience operating a company whose securities are listed
  on a national securities exchange or with the rules and reporting practices required by the federal securities laws and applicable
  to a publicly traded company. We will need to recruit, hire, train and retain additional financial reporting, internal control
  and other personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable
  to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant
  certifications required by the Sarbanes-Oxley Act. Those obligations will reduce the Company&rsquo;s ability to fund operations
  and may prevent the Company from meeting normal business obligations.</P>
  
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  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><B><I>If we fail to establish and
  maintain an effective system of internal controls, we may not be able to report our financial results accurately. Any inability
  to report and file our financial results accurately and timely could harm our business and adversely affect the trading price of
  our common stock.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">We are required to establish and
  maintain internal controls over financial reporting and disclosure controls and procedures and to comply with other requirements
  of the Sarbanes-Oxley Act and the rules promulgated by the SEC. At present, we have instituted internal controls, but it may take
  time to implement them fully. Our management, including our Chief Executive Officer and Chief Financial Officer, cannot guarantee
  that our internal controls and disclosure controls and procedures will prevent all possible errors. Because of the inherent limitations
  in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if
  any, within the Company have been detected. These inherent limitations include the possibility that judgments in decision-making
  can be faulty and subject to simple error or mistake. Furthermore, controls can be circumvented by individual acts of some persons,
  by collusion of two or more persons, or by management override of the controls. The design of any system of controls is based in
  part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
  in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes
  in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective
  control system, misstatements due to error or fraud may occur and may not be detected.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt"><B><I>The Company&rsquo;s Common Stock may be subject
  to penny stock regulations which may make it difficult for investors to sell their stock.</I></B></P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">The Securities and Exchange Commission
  has adopted rules that regulate broker-dealer practices in connection with transactions in &ldquo;penny stocks&rdquo;. Penny stocks
  generally are 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 volume information with respect to transactions in such
  securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny
  stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which
  specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer
  also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson
  in the transaction, and monthly account statements indicating 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 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the
  trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If the Company&rsquo;s common
  stock becomes subject to the penny stock rules, holders of the Company&rsquo;s shares may have difficulty selling those shares.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial Information.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Management&rsquo;s Discussion and
  Analysis of Financial Condition and Results of Operations</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Except for the historical information
  contained herein, the matters discussed in this management&rsquo;s discussion and analysis of financial condition and results of
  operations (&ldquo;MD&amp;A&rdquo;), may include forward-looking statements that involve certain risks and uncertainties.&nbsp;&nbsp;Actual
  results may differ from those anticipated by us as a result of various factors, both foreseen and unforeseen, including, but not
  limited to economic, competitive, governmental and technological factors that could affect our ability to achieve our goals.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">This MD&amp;A is provided as a supplement
  to the consolidated financial statements and notes thereto included elsewhere in this Form 8-K (this &ldquo;Report&rdquo;) in order
  to enhance your understanding of our results of operations and financial condition and should be read in conjunction with, and
  is qualified in its entirety by, the consolidated financial statements and related notes thereto included elsewhere in this Report.&nbsp;&nbsp;Historical
  results of operations, percentage margin fluctuations and any trends that may be inferred from the discussion below are not necessarily
  indicative of the operating results for any future period.&nbsp;&nbsp;Our MD&amp;A is organized as follows:</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 1%; text-align: justify; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 5%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&bull;&nbsp;</FONT></TD>
      <TD STYLE="width: 94%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><I>Company Overview.</I> &nbsp;&nbsp;This section provides a more detailed description of our Company, operating segments, products and services offered.</FONT></TD></TR>
  </TABLE>
  
  <P STYLE="margin: 0"></P>
  
  <!-- Field: Page; Sequence: 19 -->
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  <P STYLE="margin: 0"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify; line-height: 115%; width: 1%">&nbsp;</TD>
      <TD STYLE="text-align: justify; line-height: 115%; width: 5%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&bull;&nbsp;</FONT></TD>
      <TD STYLE="text-align: justify; line-height: 115%; width: 94%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><I>Critical Accounting Policies and Estimates.&nbsp;&nbsp;</I> This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective or complex judgments in making estimates and assumptions.&nbsp;&nbsp;In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note&nbsp;2, &ldquo;Summary of Significant Accounting Policies,&rdquo; of our notes to consolidated financial statements included elsewhere in this Report.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify; line-height: 115%">&nbsp;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&bull;&nbsp;</FONT></TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><I>Overview of Results of Operations.&nbsp;&nbsp;</I> These sections provide our analysis and outlook for the significant line items on our consolidated statements of income, as well as other information that we deem meaningful to understand our results of operations.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify; line-height: 115%">&nbsp;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&bull;&nbsp;</FONT></TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><I>Liquidity and Capital Resources.</I> &nbsp;&nbsp;This section provides an analysis of our liquidity and cash flows.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="text-align: justify; line-height: 115%">&nbsp;</TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&bull;&nbsp;</FONT></TD>
      <TD STYLE="text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><I>New Accounting Pronouncements.&nbsp;&nbsp;</I> This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by us or may be adopted in the future.</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Company Overview</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Energie Holdings, Inc. is focused
  on growing and acquiring specialized LED lighting companies for the architecture and interior design markets for both commercial
  and residential interiors. The lighting products will include both conventional fixtures and advanced solid-state technology that
  can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. 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 group has over 300 years of combined experience in this industry.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Critical Accounting Policies</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our significant accounting policies
  are more fully described in Note 1 to our financial statements. The preparation of financial statements in conformity with accounting
  principles generally accepted in the United States of America requires management to make estimates and assumptions that affect
  the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities.
  Actual results could differ from those estimates under different assumptions or conditions.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Overview of Results of Operations</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The following selected comparative financial
  information for the three months ended March 31, 2014 and 2013, and the year ended December 31, 2013 and 2012 have been derived
  from and should be read in conjunction with OELC, LLC&rsquo;s financial statements for the three months ended March 31, 2014 and
  2013, and the fiscal years ended December 31, 2013 and 2012 included in this Report.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Results of Operations for the
  Three-Month Period Ended March 31, 2013 and 2012</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Revenue</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue decreased to $164,609 for the
  three month period ended March 31, 2014 from $779,772 for the three months ended March 31, 2013.&nbsp;&nbsp;OELC, LLC and its
  subsidiary Energie, LLC had an unusually large order in the first quarter of 2013 and a slower than usual first quarter in 2014
  due to the ongoing shift from traditional lighting to LED lighting.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Cost of Revenue</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Cost
  of revenue for the three month period ended</FONT> <FONT STYLE="font: 10pt Times New Roman, Times, Serif">March 31, 2014 decreased
  to $148,850 from $427,422 for the three months ended March 31, 2013. The directional change in cost of revenue corresponds to
  the change in revenue.</FONT></P>
  
  <!-- Field: Page; Sequence: 20 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"></FONT></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Selling and Administrative Expenses</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Selling,
  general and administrative expenses for the three month period ended March 31, 2014 decreased to $227,048</FONT> <FONT STYLE="font: 10pt Times New Roman, Times, Serif">from
  $399,664 for the three months ended March 31, 2013.&nbsp;&nbsp;</FONT></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Results of Operations for the
  Year Ended December 31, 2013 and 2012</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Revenue</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue decreased 14% to $1,733,373
  for the year ended December 31, 2013 from $2,020,126 for the year ended December 31, 2012.&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Cost of Revenue</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Cost of revenue for the year ended
  December 31, 2013 decreased 18% to $812,946 from $991,670 for the year ended December 31, 2012.&nbsp;The directional change in
  cost of revenue corresponds to the change in revenue.&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><I>Selling and Administrative Expenses</I></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Selling, general and administrative
  expenses for the year ended December 31, 2013 did not materially change as compared to the prior year period.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Liquidity and Capital Resources</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Cash and cash equivalents decreased
  to $37,874 for the year ended December 31, 2013 from $59,171 for the year ended December 31, 2012. Net accounts receivable increased
  to $715,874 for the year ended December 31, 2013 from $296,613 for the year ended December 31, 2012.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">During
  the year ended December 31, 2013</FONT> and <FONT STYLE="font: 10pt Times New Roman, Times, Serif">the three month period ended
  March 31, 2014 OELC, LLC and Energie, LLC&rsquo;s primary source of cash was operating activities and loans from affiliated parties.</FONT></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Off-Balance Sheet Arrangements</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">We had no off-balance sheet arrangements as of December 31,
  2013 and 2012.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Inflation</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">We do not believe that inflation has had a material effect
  on our Company&rsquo;s results of operations.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Recently Issued Accounting Pronouncements</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">There are no recently issued accounting pronouncements that
  are expected to have a material impact on the financial statements or notes thereto.</P>
  
  <!-- Field: Page; Sequence: 21 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;<B>Item 3.</B> <B>Property</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><U>Headquarters</U> - Neither the Company
  nor its subsidiary &Eacute;nergie, LLC own the property from which they operate their business. The Company&rsquo;s headquarters
  are located at 4885 Ward Road, Suite 300, Wheat Ridge, Colorado 80033 and are used by the Company for administration and accounting
  support. The Company&rsquo;s headquarters is approximately 6,000 square feet and is under a seven year lease at approximately $4,415
  base rent with approximately $2,330 in monthly shared expenses. This facility houses sales, marketing, customer service, product
  development and accounting activities for the &Eacute;nergie,, LLC. The facility is also used to train agents and provide educational
  seminars for architects, designers and specifiers within a classroom environment and fixture showroom.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><U>Manufacturing</U> - &Eacute;nergie
  LLC&rsquo;s production, assembly and fulfillment is handled from a 23,000 square foot facility located at 200 E. Garfield Avenue
  in Zeeland, Michigan. This facility is leased from Symbiote Inc. which became a shareholder of the Company following the Closing
  under the Exchange Agreement. This facility holds inventory and assembles finished goods to fulfill customer orders. Production
  engineering, production management and production services are all accomplished from this facility. This facility is approximately
  23,000 square feet and is under a lease with approximately 4 years remaining at approximately $6,000 base rent with approximately
  $2,000 in monthly shared expenses</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 4.</B> &nbsp;&nbsp;&nbsp; <B>Security Ownership of Certain Beneficial Owners and Management.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">Immediately after
  the Closing, 51,400,000 shares of Common Stock are expected to be issued and outstanding after taking into effect the shares of
  Common Stock to be issued into and released from escrow. Unless otherwise indicated in the table, the persons and entities named
  in the table have sole voting and investment power with respect to the shares set forth opposite the stockholder&rsquo;s name,
  subject to community property laws, where applicable.&nbsp;&nbsp;Beneficial ownership is determined in accordance with the rules
  of the SEC.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 45pt"></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Beneficial Owner</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1.5pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>No. of Securities</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1.5pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Percentage Ownership</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B><U>Directors and Officers</U></B><SUP>(6)(7)</SUP></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="width: 64%; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Harold Hansen (1)</FONT></TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 13%">
          <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: right; text-indent: 0.5in">&nbsp;</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">11.696,631</P></TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 4%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 12%; padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">22.93</FONT></TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">%</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Cole Dennard (2)</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">-</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">*</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Lee Barratt (3)</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">-</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">*</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Veda Ferlazzo Clark (4)</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">-</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">*</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><U>5% Beneficial Owners</U></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Symbiote Inc.(5)</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">6,930,940</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">13.59</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">%</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B><U>Total Officers and Directors</U></B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: right; text-indent: 0.5in">&nbsp;</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">18,627,571</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">36.52</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">%</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B><U>Total Outstanding</U></B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.8pt; text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>51,400,000</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="border-bottom: black 1.5pt solid; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">*Represents less than 1%</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(1) Harold (Hal) Hansen is the President,
  Chief Executive Officer and Director of the Company</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(2) Richard Cole Dennard is the Treasurer
  and Chief Financial Officer of the Company</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(3) Lee Barratt is the Corporate Secretary
  of the Company</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(4) Veda Ferlazzo Clark is the Chief
  Development Officer of the Company</P>
  
  <!-- Field: Page; Sequence: 22 -->
      <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->22<!-- Field: /Sequence --></TD></TR></TABLE></DIV>
      <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(5) Symbiote Inc. is a share holder,
  landlord in Zeeland , Michigan and provider of human resource services</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(6) Justin Kerns is the Chief Operating
  Officer of our &Eacute;nergie,, LLC subsidiary but is not an officer or director of the Company. Hhe holds 2,459,337 shares of
  the Company&rsquo;s Common Stock or 4.82% of the issued and outstanding shares of the Company&rsquo;s Common Stock. Similarly Joseph
  Durzo is an Executive Vice President of our &Eacute;nergie,, LLC subsidiary but is not an officer or director of the Company, he
  holds 2,071,980 shares of the Company&rsquo;s Common Stock or 4.06% of the issued and outstanding shares of the Company&rsquo;s
  Common Stock. As stated, the table above excludes the holdings of these individuals because they are not officers or directors
  of the Company, if their shares were to be included, the total number of shares held would be 19,815,08045.04% of the issued and
  outstanding shares of Common Stock.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">(7) This table excludes the shares issuable
  upon the exercise of any stock options that the Company may grant if it adopts an employee stock option plan. Currently the Company
  has not adopted such a plan but it intends to do so and in its employment agreements it has committed to grant options to purchase
  shares of its Common Stock once such a plan is adopted..</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Changes in Control</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Reference is made to Item 2.01 and Item
  5.01 for a description of the change in control of the Company as a result of the transactions disclosed herein.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 5.</B> &nbsp;&nbsp;&nbsp; <B>Directors and Executive Officers</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">The following table sets forth certain information regarding
  the Company&rsquo;s directors and executive officers following the Share Exchange.</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="width: 22%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Name</B></FONT></TD>
      <TD STYLE="width: 11%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Age</B></FONT></TD>
      <TD STYLE="width: 67%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Position</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Harold&nbsp;&nbsp;Hansen</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">66</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">President, Chief Executive Officer and Director</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Cole Dennard</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">35</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Treasurer and Chief Financial Officer</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Lee Barratt</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">65</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Corporate Secretary</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Veda Ferlazzo Clark</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">60</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Chief Development Officer</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Harold (Hal) Hansen: President, Chief
  Executive Officer and Director</B>: <B>(66)</B> Mr. Hansen is also the founder, CEO and Managing Member of &Eacute;nergie,, LLC.
  He has held senior executive-level positions in general management, marketing, product development, sales management, and in product,
  market, and corporate development for major U. S. companies. Mr. Hansen has had additional 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.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Richard Cole Dennard: Treasurer and
  Chief Financial Officer: (35)</B> Mr. Dennard acts as our Chief Financial Officer and has been working with &Eacute;nergie,, 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 &amp; Touche LLP for seven years. For the last 5 years, Mr. Dennard has been a partner for
  a regional consulting firm, NOW CFO.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Lee Barratt: Corporate Secretary
  (65)</B> Mr. Barratt has a varied background in public finance and business operations. His fifteen-year career in this area has
  been with several state and school organizations of varying size and capital assets. In these organizations he acted as the Chief
  Financial Officer or as the Director of Business and Finance providing the organization and oversight to make them a success. One
  of these companies was &Eacute;nergie, LLC, where he learned the basic business requirements and the product development process
  in the lighting industry. This background will be useful in his new role with Energie Holdings in providing oversight and the establishment
  of administrative operations. Mr. Barratt additionally brings a great deal of large organization experience from his career in
  the US Navy. During his 26-year career in the Navy he served on multiple ship and shore establishment both as an enlisted man and
  an officer. His background in the construction, maintenance, and repair of all manner of ships included the planning, preparations
  and completion of all work. This included the forecasting of all manpower and materials needs as well as other financial requirement.
  Mr. Barratt holds Bachelor and Masters degrees in Economics from the University of Colorado at Denver.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Veda Ferlazzo Clark: Chief Development
  Officer (60)</B> Ms. Clark is an experienced leader combining general management, operating experience, board governance, and consulting
  background within a broad range of industries including technology products, software, LED lighting, and manufacturing. She has
  a consistent record of aligning strategy and operations to meet revenue and profit targets, customer needs, and market opportunities.
  Ms. Clark is adept at driving new technology and innovation, developing a culture of accountability and continuous improvement,
  and leading sustainability and energy efficiency mandates, both in terms of products and operations. She is a collaborative, analytical
  leader known for setting clear strategic direction, actionable operating plans, and key performance indicators that drive productivity
  and employee engagement at all levels. Her successful experience as President and Chief Executive Officer, Board Director and ESOP
  Trustee of LITECONTROL CORP., as well as CEO of other technology companies will be critical to our success in acquisitions and
  growth of our target companies. Ms. Clark is a Six Sigma Black Belt. She was selected to join the executive program of the NEW
  ENGLAND CLEAN ENERGY COUNCIL&rsquo;S Leading Clean Energy Ventures. She holds a Master of Business Administration from Boston University.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Energie Holdings Inc. - Business Advisory Group:</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">The Business Advisory Group is made up of selected professionals
  who will provide strategic and operational guidance to the Energie Holdings Inc. 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.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Philip Mercorella (70)</B> 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&rsquo;s private equity/operating partner
  involvements include Goldner, Hawn, Johnson &amp; Morrison, Minneapolis, MN; Parallel Investment Partners- Dallas, TX., Genuity
  Capital Partners- Toronto, Canada and Nicollet Capital Investors- Minneapolis, MN.. He is currently serving as a 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.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Andrew Hurry (46)</B> Mr. Hurry is
  a senior banker with over 20 years of strategic advisory and transactional experience. His strengths include applying a unique
  combination of a pragmatic scientific, engineering and 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 &amp; 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.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Mitchell Kohn (60) </B>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, 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 manufacturers applying his expertise to product development and
  marketing. He has been published extensively on both technical subjects as well as design projects which 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.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&Eacute;nergie, LLC - Executive Team</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">In addition to the management of Energie Holdings, Inc.,
  each of our subsidiaries will function as an autonomous unit with its own management team and employees. The members of the Company&rsquo;s
  management will also be members of our subsidiaries&rsquo; management. As we pursue our business strategy of growth through strategic
  acquisitions, not all employees who are employed by the Company or a particular subsidiary will provide services to the other operating
  units. Below are listed the members of the &Eacute;nergie,, LLC executive management team:</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Harold (Hal) Hansen (66): </B><I>Co-Founder,
  Chief Executive Officer.</I><B> </B>Mr. Hansen is the founder, CEO and Managing Member of &Eacute;nergie,, LLC. He is also the
  founder, CEO and Managing Member of &Eacute;nergie,, LLC. Mr. Hansen has held senior executive-level positions in general management,
  marketing, product development, sales management, and in product, market, and corporate development for major U. S. companies.
  He has had additional experience in international business projects in Canada, Mexico, Western Europe, and in the People's Republic
  of China. Mr. Hansen 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, Mr. Hansen designed and implemented programs
  that established and advanced new or expanded entries for international lighting into the US market.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Justin Kerns (39)</B> <B>: </B><I>Co-Founder
  and Chief Operating Officer</I><B>. </B>Mr. Kerns co-founded &Eacute;nergie,, LLC in 2001 and has recently returned to the company.
  From 2001-2011 he spearheaded product development and operational activities of the business helping to transition it from a startup
  into a mature and successful enterprise. As part of that process, he drove technical design and compliance both internally and
  with &Eacute;nergie,&rsquo;s international partners and domestic sales partners. With his return as COO he will lead all engineering,
  product development, operations and manufacturing activities. Prior to founding &Eacute;nergie, he attended University of Colorado
  Boulder and obtained a BS in Architectural Engineering with emphasis in Illumination. He then worked in the lighting industry as
  a lighting designer with ABS Consultants, Marketing Program Manager for Peerless Lighting and then consulted with numerous lighting
  manufacturers on product strategy with Business Development International. For the past few years he was Director of Engineering
  at a computer data center power startup, Zonit Structured Solutions.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Joe Durzo Ph.D. (68):</B> <I>Executive
  Vice President</I>: Mr. Durzo is responsible for marketing at &Eacute;nergie,. He has been one of the owners of
  &Eacute;nergie since it was founded in 2002. As a principle at Durzo Development Group LLC, he worked with clients on
  customer experience, marketing, sales, and sales support. For nine years prior to joining &Eacute;nergie, Joe was Senior Vice
  President and Chief Learning Officer at Archstone-Smith, one of the nation&rsquo;s leading owners and operators of
  apartments. In that role, Joe and his organization partnered with the operations leadership team to create, implement and
  enhance the brand and customer service culture. He and his team developed customer experience measurement systems, improved
  customer-centered operating processes and implemented company-wide initiatives ranging from new software systems to customer
  service programs. Joe also pioneered the development of the leadership development programs and was instrumental in the
  development of both leasing and service team learning programs. Joe has more than 25 years of experience helping
  organizations develop programs and implement strategic initiatives focused on customer-centered change in multi-family,
  health insurance, manufacturing, and financial services organizations. Joe received his Ph.D. from Syracuse University with a
  special focus on change management. There 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 person. The offices of President, Chief Executive Officer, Treasurer, Chief Financial Officer and
  Secretary are appointed by our Board of Directors, with other officer&rsquo;s positions being filled by appointment from
  our President and Chief executive Officer. Directors are elected by the Company&rsquo;s 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 the
  Company&rsquo;s shareholders; in each case directors serve until their earlier resignation or their successors are duly
  elected and qualified.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Involvement in Certain Legal Proceedings</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There have been no events under any
  bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability
  and integrity of any director or executive officer of the Company during the past ten years.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">To the best of our knowledge, none of
  our directors, officers or affiliates, and no owner of record or beneficial owner of more than five percent (5%) of our securities,
  or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to
  us in reference to pending litigation.&nbsp;&nbsp;To the best of our knowledge, none of our directors or executive officers has
  been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial
  or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person
  from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation
  of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth
  in our discussion below in &ldquo;Transactions with Related Persons,&rdquo; none of our directors, director nominees or executive
  officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which
  are required to be disclosed pursuant to the rules and regulations of the SEC.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Transactions with Related Persons</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The following includes a summary of
  transactions since the beginning of our 2011 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 &ldquo;Executive Compensation&rdquo;). 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&rsquo;s-length transactions.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/99% Times New Roman, Times, Serif; margin: 0 1.3pt 0 0; text-align: justify"><I>Notes Payable to Related Parties</I></P>
  
  <P STYLE="font: 10pt/99% Times New Roman, Times, Serif; margin: 0 1.3pt 0 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Each of the following individuals
  have advanced funds to Energie, LLC: Joseph Durzo, Michael Zdeb, Dave Hawkins, Jim Thomas and Lee Lefton. In addition, Larsen Trust
  owned by Julie Larsen, wife of Harold Hansen, is also a note holder. Energie, LLC believes that the terms of these notes are commensurate
  with or more favorable than the terms that would be available from third parties in arms length transactions.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"></P>
  
  <P STYLE="font: 10pt/99% Times New Roman, Times, Serif; margin: 0 1.3pt 0 0; text-align: justify">&nbsp;Although &Eacute;nergie,,
  LLC is past due on its required payments under the forgoing loans, the lenders have not made demand for repayment of the principal
  and interest due. We intend to enter into extension/forbearance agreements with each of the lenders; however, 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 &Eacute;nergie,, or the Company.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>
  
  <P STYLE="font: 10pt/99% Times New Roman, Times, Serif; margin: 0 1.3pt 0 0; text-align: justify"><I>Notes Payable to European
  Distribution Partner:</I></P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 1.3pt 0 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 1.3pt 0 0; text-align: justify">&Eacute;nergie, LLC is the borrower
  under a promissory note due to one of its European distribution partners. Under the terms of the note approximately $647,885 was
  advanced to &Eacute;nergie in 2007. The note bears interest at 5% per annum payable annually. Although the Company is past due
  on required payments, the loan holder has not made any demand for repayment of the principal and interest due.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>June 6, 2014 Change in Control</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 6, 2014, in connection with
  the terms and conditions of the Share Exchange Agreement and the Closing thereunder, an aggregate of 33,000,000 shares were released
  from escrow and distributed to the members of &Eacute;nergie, LLC in exchange for the membership interest they held in &Eacute;nergie,
  LLC (the &ldquo;Share Exchange&rdquo;). The existing shareholders did not receive any consideration under the Share Exchange Agreement.&nbsp;The
  issuance of shares and release from escrow will be accounted for as a contribution to capital.&nbsp;The number of shares to be
  issued was determined based on negotiations with the existing shareholders of the Company, OELC, LLC and their respective members
  of management.&nbsp;The Company and its shareholders negotiated an estimated value of OELC, LLC and its subsidiary, an estimated
  value of the Company, and the mutually desired capitalization of the Company resulting from the execution and performance under
  the Share Exchange Agreement.&nbsp;With respect to the determination of the amount of shares to be issued, the values of the Company,
  OELC, LLC and their subsidiaries were derived from a variety of factors including but not limited to: (i) the relationships and
  resources that each brought to bear, (ii) their operating histories and revenues, (iii) their respective abilities to raise capital
  needed to pursue their consolidation strategy, and (iv) the Company&rsquo;s utility as a public company platform.&nbsp;Under these
  circumstances and based on these factors, the parties agreed upon the number of shares to be issued.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 45pt">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">After the Closing of the Share Exchange,
  the existing stockholders of the Company prior to the Share Exchange own shares of Common Stock equal to approximately 35.29% of
  the issued and outstanding Common Stock. Except as set forth in our discussion above, none of our directors, director nominees
  or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or
  associates which are required to be disclosed pursuant to the rules and regulations of the SEC. The Share Exchange Agreement was
  filed as Exhibit 10.1 to the Company&rsquo;s Current Report on Form 8-K filed with the Securities and Exchange Commission (&ldquo;SEC&rdquo;)
  on December 31, 2013 and is incorporated herein by reference.</P>
  
  <!-- Field: Page; Sequence: 27 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 6.</B> &nbsp;&nbsp; <B>Executive Compensation.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Summary Compensation Table &mdash;
  Fiscal Year Ended December 31, 2012 and December 31, 2013</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">The following table
  sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our executive officers and
  directors, in addition to any of our three most highly compensated officers with annual compensation exceeding $100,000.&nbsp;&nbsp;None
  of the Company&rsquo;s officers and directors received any compensation during the fiscal years ended December 31, 2013 and December
  31, 2012. We do not currently have an established policy to provide compensation to members of our Board of Directors for their
  services in that capacity, although we may choose to adopt a policy in the future.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Salary</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Bonus</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Option Awards</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>All Other Compensation</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Total</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="border-bottom: Black 1pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Name and Principal Position</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Year</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>($)</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>($)</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>($)</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>($)</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1pt solid; padding-right: 1.8pt; text-align: center; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>($)</B></FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="width: 60%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 3%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 4%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 4%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 2%; padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 1%; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.7pt 0 0"><B>Frank Drechsler</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.7pt 0 0">Former President, CEO, Treasurer, CFO, Secretary
          and Director</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Arnold Leonora</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Former President and CEO</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Warrick Morgan</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Former Chief Financial Officer</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Arancha Gonzales</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Former Treasurer</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Harold (Hal) Hansen&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Current President, Chief Executive Officer and
          Director</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: center">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Richard Cole Dennard</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Current Treasurer and Chief Financial Officer</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: white; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0"><B>Lee Barratt</B></P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0">Current Secretary</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="background-color: #DAEEF3">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="background-color: white; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="background-color: #CCEEFF">
      <TD STYLE="vertical-align: top; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>All Officers and Directors as a Group</B></FONT></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2012</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">2013</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right; text-indent: 0.5in"></P></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="vertical-align: bottom">
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.8pt 0 0; text-align: right">-</P></TD>
      <TD STYLE="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: right">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Employment Agreements</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Prior to the Closing of the Share Exchange,
  in anticipation of Closing, we entered into employment agreements with Harold Hansen our President and Chief Executive Officer
  and Lee Barratt our Secretary.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Mr. Hansen&rsquo;s employment agreement
  is for a term of three years and 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 the Company 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.</P>
  
  <!-- Field: Page; Sequence: 28 -->
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      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Mr. Barratt&rsquo;s employment agreement
  is at will and provides for an annual salary of $90,000.00 per year with increases and bonuses upon favorable annual review. Mr.
  Barrat is subject to 18 month non-compete / non-solicitation provisions following termination of his employment with the Company.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">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. We plan to enter into employment agreements (collectively, the &ldquo;Employment Agreements&rdquo;)
  with the following executive officers (the &ldquo;Executives&rdquo;) of the Company: (1) Joe Durzo; (2) Justin Kerns; (3) Veda
  Ferlazzo Clark .&nbsp;&nbsp;The terms of the Employment Agreements will be decided by our President and Chief Executive Officer.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Equity Compensation Plans</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We expect our Board to approve an equity
  incentive plan (the &ldquo;Incentive Plan&rdquo;) and for the board of directors to seek stockholder approval of the Incentive
  Plan.&nbsp;&nbsp;Stockholder approval of the Incentive Plan will enable the Company to satisfy stock exchange listing requirements,
  and to make 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 &ldquo;Code&rdquo;). 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 the other six highest paid executive officers of the Company required to be reported under the proxy disclosure rules.
  The amount and nature of the proposed awards under the Incentive Plan have not yet been determined.&nbsp;&nbsp;We believe that
  the Incentive Plan will be an important factor in attracting, retaining and motivating employees, consultants, agents, and directors
  of the Company and its affiliates. We believe that the Company needs 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.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Grants of Plan-Based Awards in the
  Fiscal Years Ended December 31, 2013 and 2012</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There were no option grants issued in
  the fiscal years ended December 31, 2013 and 2012.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Outstanding Equity Awards at December
  31, 2013 and 2012</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There were no option exercises or options
  outstanding at December 31, 2013 and 2012 fiscal year end.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Option Exercises&nbsp;&nbsp;and Stock
  Vested in the Fiscal Years Ended December 31, 2013 and 2012</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There were no option exercises or stock
  vested the fiscal years ended December 31, 2013 and 2012.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Pension Benefits at December 31,
  2013 and 2012.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There were no pension benefit plans
  in effect at December 31, 2013 and 2012.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Nonqualified defined contribution
  and other nonqualified deferred compensation plans</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There were no nonqualified defined contribution
  or other nonqualified deferred compensation plans in effect at December 31, 2013 and 2012.</P>
  
  <!-- Field: Page; Sequence: 29 -->
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      <!-- Field: /Page -->
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 7.</B> &nbsp;&nbsp;&nbsp; <B>Certain Relationships and Related Transactions, and Director Independence.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>CORPORATE GOVERNANCE</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Director Independence</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is not a listed 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 not considered to be independent if he
  or she also is an executive officer or employee of the corporation. Under such definition, Harold Hansen would not be considered
  independent upon his appointment as a director of the Company.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Board Meetings and Stockholder Communications.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our board of directors conducted all
  of its business and approved all corporate action during the fiscal year ended December 31, 2013 by the unanimous written consent
  of its sole member, in the absence of formal board meetings.&nbsp;&nbsp;Holders of the Company&rsquo;s securities can send communications
  to the board via mail or telephone to the Secretary at the Company&rsquo;s principal executive offices.&nbsp;&nbsp;The Company&rsquo;s
  sole director was replaced by Harold Hansen as its sole director. The Company has not yet established a policy with respect to
  board members&rsquo; attendance at the annual meetings.&nbsp;&nbsp;A stockholder who wishes to communicate with our board of directors
  may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the first page of
  this current report filed on Form 8-K.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Board Committees</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We presently do not have an audit committee,
  compensation committee or nominating committee or committees performing similar functions, as our management believe that until
  this point it has been premature at the early stage of our management and business development to form an audit, compensation or
  nominating committee. 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&rsquo;s character, judgment, skills and experience in the context of the needs of our Company and our board.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: right; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We do 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.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Board Leadership Structure and Role
  in Risk Oversight</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our Board of Directors recognizes that
  the leadership structure and combination or President and Chairman roles is driven by the needs of the Company at any point in
  time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not
  mandate a particular structure. This has allowed our Board of Directors the flexibility to establish the most appropriate structure
  for the Company at any given time.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our Board of Directors is responsible
  for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the
  Company and responsibility for managing risk rests with executive management while the Board of Directors participates in the oversight
  of the process. The oversight responsibility of our Board of Directors is enabled by management reporting processes that are designed
  to provide visibility to the Board of Directors about the identification, assessment, and management of critical risks. These areas
  of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Stockholder and Interested Party
  Communications</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our Board of Directors does not currently
  provide a process for stockholders or other interested parties to send communications to our Board of Directors because our management
  believes that until this point it has been premature to develop such processes given the limited liquidity of our Common Stock.
  However, our new management is in the process of establishing a process for stockholder and interested party communications in
  the future.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Code of Conduct
  and Ethics</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Although we have not adopted one at
  this point, we intend to adopt a code of ethics that will apply to our executive officers, directors and employees, its subsidiaries
  and its controlled affiliates. We intend to post our code of ethics on our Web site at <U>www.energieholdings.com</U> and to disclose
  any amendments to or any waivers from a provision of its code of ethics in a current report on Form 8-K.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 8.</B> &nbsp;&nbsp;&nbsp; <B>Legal Proceedings.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">During the normal course of business,
  we may subject to litigation, none of which we believe will have a material adverse effect on our business.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Item 9.</B> &nbsp;&nbsp;&nbsp; <B>Market
  Price of and Dividends on our Common Equity and Related Stockholder Matters.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company&rsquo;s common stock is
  listed on the Over the Counter Bulletin Board (OTC.BB) under the symbol &quot;ELED.&quot; The following table sets forth, for the
  fiscal quarters indicated, the high and low closing bid prices per share of the Company&rsquo;s common stock, as derived from quotations
  provided by OTC Markets, LLC. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and
  may not represent actual transactions.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font-size: 10pt">
  <TR>
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="border-bottom: black 1.5pt solid; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Fiscal 2013 &mdash; Year Ended</B></FONT></TD>
      <TD STYLE="border-bottom: black 1.5pt solid; text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>March 31</B></FONT></TD>
      <TD COLSPAN="2" STYLE="border-bottom: black 1.5pt solid; text-indent: 9pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>June 30</B></FONT></TD>
      <TD STYLE="border-bottom: black 1.5pt solid; text-indent: 9pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>September 30</B></FONT></TD>
      <TD STYLE="border-bottom: black 1.5pt solid; text-indent: 9pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>December 31</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Market Price:</FONT></TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">High</FONT></TD>
      <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.25</FONT></TD>
      <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.25</FONT></TD>
      <TD COLSPAN="2" STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.17</FONT></TD>
      <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.05 &nbsp;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Low</FONT></TD>
      <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.25</FONT></TD>
      <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.25</FONT></TD>
      <TD COLSPAN="2" STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.17</FONT></TD>
      <TD STYLE="text-indent: 0.25in; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">$ 0.01</FONT></TD></TR>
  <TR>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD STYLE="width: 10px">&nbsp;</TD>
      <TD>&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Holders of Our Common Stock</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">As of December 31, 2013, we had 214 shareholders of our common
  stock.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Stock Option Grants</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">To date, we have not granted any stock options.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Registration Rights</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">We have not granted registration rights to the selling shareholders
  or to any other persons.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Dividends</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We have never declared or paid any cash
  dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not
  anticipate paying any cash dividends in the foreseeable future.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There are no restrictions in our certificate
  of incorporation or bylaws that prevent us from declaring dividends. The Delaware General Corporation Law, however, prohibits us
  from declaring dividends where, after giving effect to the distribution of the dividend: (1) we would not be able to pay our debts
  as they become due in the usual course of business; and (2) or our total assets would be less than the sum of our total liabilities
  plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving
  the distribution.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 10.&nbsp;</B> <B>Recent Sales of Unregistered Securities.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Reference is made to the disclosure
  set forth below under &ldquo;Item 3.02&rdquo; of this current report, which disclosure is incorporated herein by reference.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 11. Description of Registrant&rsquo;s Securities</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>General</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our authorized capital stock consists
  of 60,000,000 shares of Common Stock, par value $0.01 per share (&ldquo;Common Stock&rdquo;) and 1,000,000 shares of preferred
  stock, par value $0.01 per share (&ldquo;Preferred Stock&rdquo;).</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>&nbsp;</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Common Stock</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We issued an additional 6,000,000&nbsp;&nbsp;shares
  of common stock in connection with the consummation of the Share Exchange. Prior to the issuance of 6,000,000 shares into escrow,
  25,939,542 shares had previously been issued into escrow and were continuing to be held pending closing of the acquisition of OELC,
  LLC with an additional 1,060,458 being provided by one of our existing shareholders to equal a total of 33,000,000 shares provided
  to the members of OELC, LLC .&nbsp;&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Holders of Common Stock have exclusive
  voting rights for the election of our directors and all other matters requiring stockholder action, except with respect to amendments
  to our amended and restated certificate of incorporation that alter or change the powers, preferences, rights or other terms of
  any outstanding Preferred Stock if the holders of such affected series of Preferred Stock are entitled to vote on such an amendment.
  Holders of Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Our stockholders may act
  by written consent.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our stockholders have no conversion,
  preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Common Stock.
  Our stockholders are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors
  in its discretion out of funds legally available therefor.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There is no cumulative voting with respect
  to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
  can elect all of the directors.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Preferred Stock</I></B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our certificate of incorporation authorizes
  the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined
  from time to time by our board of directors. No shares of Preferred Stock are being issued or registered in connection with the
  Share Exchange.</P>
  
  <!-- Field: Page; Sequence: 32 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Accordingly, our board of directors
  is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue from time to time up to an
  aggregate of 1,000,000 shares of Preferred Stock, in one or more series, each such series to have such voting powers, full or limited,
  or no voting powers, and such designations, preferences, privileges and relative, participating, optional or other special rights
  and qualifications, limitations or restrictions as shall be determined by&nbsp;&nbsp;our board of directors.&nbsp;&nbsp;The rights
  for the holders of Common Stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock
  that may be issued in the future. Issuance of Preferred Stock, while providing desirable flexibility in connection with possible
  acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of
  discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;<B>Section&nbsp;203
  of the Delaware Corporation Law</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is subject to the provisions
  of Section&nbsp;203 of the DGCL.&nbsp;&nbsp;The provisions of Section&nbsp;203 of the DGCL could make a takeover of the Company
  difficult.&nbsp;&nbsp;This section prevents certain Delaware corporations, under certain circumstances, from engaging in a &ldquo;business
  combination&rdquo; with:</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">[]<FONT STYLE="font-family: Wingdings"></FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">a stockholder who owns 15% or more of
  the Company&rsquo;s outstanding voting stock (otherwise known as an interested stockholder)</FONT></TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">[]<FONT STYLE="font-family: Wingdings"></FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">an affiliate of an interested stockholder;
  or</FONT></TD></TR></TABLE>
  
  <TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
  <TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in">[]</TD><TD STYLE="text-align: justify"><FONT STYLE="font-family: Times New Roman, Times, Serif">an associate of an interested stockholder,
  for six years following the date that the stockholder became an interested stockholder</FONT></TD></TR></TABLE>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">This provision could prohibit or delay
  mergers or other change in control attempts, and thus may discourage attempts to acquire the Company.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Effect of Certain Provisions of the
  Company&rsquo;s Certificate of Incorporation and Bylaws</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Certain provisions of&nbsp;our certificate
  of incorporation and bylaws may have the effect of making it more difficult for a third party to acquire, or of discouraging a
  third party from attempting to acquire, control of the Company.&nbsp;&nbsp;Such provisions could limit the price that certain investors
  might be willing to pay in the future for shares of&nbsp;our common stock.&nbsp;&nbsp;Our certificate of incorporation establishes
  a three-class staggered board of directors, with only one class being elected each year.&nbsp;&nbsp;The authorization of undesignated
  preferred stock makes it possible for the Board of Directors to issue preferred stock with voting or other rights or preferences
  that could impede the success of any attempt to change control. These and other provisions may have the effect of deferring hostile
  takeovers or delaying changes in control or management. The amendment of any of these provisions would require approval by holders
  of at least a majority of&nbsp;our outstanding common stock.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Limitation of
  Liability</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our certificate of incorporation and
  by-laws limit the liability of its directors and officers for any liability arising from an action to which such persons were party
  by reason of the fact that they were serving the Company or another enterprise at its request to the fullest extent permitted by
  Section&nbsp;145 of the DGCL.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Eighth Article of our certificate
  of incorporation provides:</P>
  
  <P STYLE="font: 10pt/13.7pt Times New Roman, Times, Serif; margin: 10.3pt 55.3pt 10pt 45pt; text-align: justify; background-color: white">A
  director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation
  or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
  of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived
  an improper personal benefit.</P>
  
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  <P STYLE="font: 10pt/13.7pt Times New Roman, Times, Serif; margin: 10.3pt 55.3pt 10pt 45pt; text-align: justify; background-color: white">If
  the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability
  of a director, then the liability of a director of the Corporation stall be eliminated or limited to the fullest extent permitted
  by the Delaware General Corporation Law, as so amended.</P>
  
  <P STYLE="font: 10pt/13.2pt Times New Roman, Times, Serif; margin: 12.25pt 55.3pt 10pt 45pt; text-align: justify; background-color: white">Any
  repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the Corporation shall not adversely
  affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our bylaws further provide that:</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 55.3pt 0 45pt; text-align: justify">[T]he Corporation shall
  indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or
  completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal
  (a &quot;Proceeding&quot;), by reason of the fact that he is or was a Director or Officer of the Corporation, or, while a Director
  or Officer, is or was serving at the request of the Corporation as an officer, director, partner, joint venturer, trustee, employee,
  or agent of another foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
  against the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (including attorney's fees) actually
  and reasonably incurred by him in connection with such Proceeding, if he had no reasonable cause to believe his conduct was unlawful.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to our amended and restated
  bylaws, our directors and officers shall, to the fullest extent not prohibited by law, also have the right to receive from us an
  advancement of expenses incurred in defending any proceeding in advance of its final disposition. To the extent required under
  the DGCL, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer shall be
  made only upon delivery to the Company of an undertaking, by or on behalf of such director or officer, to repay all amounts so
  advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such
  director or officer is not entitled to be indemnified for such expenses.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Transfer Agent and Warrant Agent</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">Our independent stock
  transfer agent is Pacific Stock Transfer, located in 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119. Their phone number
  is (702) 361-3033</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;<B>Item 12.&nbsp;</B> <B>Indemnification of Directors and Officers</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our&nbsp;certificate&nbsp;of incorporation
  and bylaws provide that no officer or director of the Company will be personally liable to the Company or our stockholders for
  monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director&rsquo;s duty
  of loyalty to the company or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">In, addition, the employment agreements
  for each executive officer contains an indemnification provision wherein the Company promises to defend, indemnify, and hold the
  employee harmless to the fullest extent permitted by law against any and all liabilities incurred by the employee in connection
  with our executive officer&rsquo;s good faith performance of such individual&rsquo;s employment. Further, we have executed separate
  indemnification agreements with each of our officers, our advisory board members and certain employees wherein we promises to defend,
  indemnify, advance the expenses of defense and hold the individual harmless to the fullest extent permitted by law against any
  and all liabilities incurred by the individual in connection with the good faith performance of services for the Company by such
  individual.</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We have been advised that it is the
  position of the SEC that insofar as the foregoing provisions may be invoked to disclaim liability for damages arising under the
  Securities Act of 1933, as amended, that such provisions are against public policy as expressed in the Securities Act and are therefore
  unenforceable.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 13.</B> &nbsp;&nbsp; <B>Financial Statements and Supplementary Data</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Information concerning our financial
  information set forth under Item&nbsp;9.01 of this Current Report on Form 8-K is incorporated herein by reference.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 14.</B> &nbsp;&nbsp; <B>Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">(a) On May 15, 2014, the Company
  notified Jonathon P. Reuben, CPA An Accountancy Corporation (&ldquo;Reuben&rdquo;) that it was&nbsp;dismissed as the Company&rsquo;s
  independent registered public accounting firm. The decision to dismiss Reuben as the Company&rsquo;s independent registered public
  accounting firm was approved and ratified by the Company&rsquo;s Board of Directors effective as of May 15, 2014.&nbsp;&nbsp;The
  reports of Reuben on the Company&rsquo;s&nbsp;financial statements at December 31 2013 and for the six months then ended and for
  the period from inception (February 13, 2009) through December 31, 2013 did not contain an adverse opinion or disclaimer of opinion,
  and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.</P>
  
  <P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">On May 13, 2014, the Company engaged
  BF Borgers CPA PC (&ldquo;BFB&rdquo;) as its independent registered public accounting firm for the Company&rsquo;s fiscal year
  ended December 31, 2014. The decision to engage BFB as the Company&rsquo;s independent registered public accounting firm was approved
  by the Company&rsquo;s Board of Directors. The change in certifying accountants was previously disclosed on Form 8-K filed with
  the Commission on May 19, 2014 which is incorporated by reference.</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 3.02.</B> <B>Unregistered Sales of Equity Securities</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">On the Closing Date, as a result of
  the Share Exchange Agreement, we acquired 100% of the issued and outstanding equity interests of OELC, LLC in exchange for 33,000,000
  shares of our Common Stock.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Common Stock issued to the OELC,
  LLC members and/or their designees was issued in reliance upon exemptions from registration pursuant to (i) Section 4(2) under
  the Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;) and Rule 506 promulgated thereunder, and/or (ii) Regulation
  S of the Securities Act.&nbsp;&nbsp;The issuance was not a public offering based upon the following factors: (i) the issuance of
  the securities was an isolated private transaction; (ii) a limited number of securities were issued to a limited number of offerees;
  (iii) there was no public solicitation; (iv) the investment intent of the offerees; and (v) the restriction on transferability
  of the securities issued.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There have been no other sales of unregistered
  securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except
  for the following:</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">In October, 2012 IACE Investments Two,
  Inc. and the Company agreed to cancel all but 450,000 shares of common stock out of 75,000,000 shares held by IACE; and on June
  21, 2013, this agreement was memorialized and executed and 74,550,000 shares were returned to the Company&rsquo;s transfer agent
  for cancelation. The Company issued 300,000 and 400,000 shares of restricted common stock in connection with a legal services agreement
  on June 26, 2013 and January 7, 2014 respectively, in transactions that were exempt from registration requirements of the securities
  Act of 1933, as amended (the &ldquo;Securities Act&rdquo;) . The Company issued an additional 26,239,542 shares into escrow with
  Davisson &amp; Associates, PA for distribution for delivery upon closing of the previous share exchange involving with Corporacion
  Ygnus, SA, which was terminated. Under agreement with the Company, the shares were retained in escrow along with an additional
  6,000,000 shares that were issued into escrow for Closing of the Share Exchange with OELC,LLC and its members. Those shares were
  retained in escrow and held for distribution to OELC, LLC members upon closing of the Share Exchange Agreement, the issuance of
  these shares is exempt from registration under Section 4(2) of the Securities Act. In addition, to facilitate the acquisition of
  OELC, LLC, 1,060,458 shares were contributed by one of our existing shareholders to equal a total of 33,000,000</P>
  
  <!-- Field: Page; Sequence: 35 -->
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 100%; text-align: justify; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Item 5.01.</B> <B>Changes in Control of Registrant.</B></FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">On the Closing Date, we consummated
  the transactions contemplated by the Share Exchange Agreement, pursuant to which we issued shares of Common Stock to the OELC,
  LLC members representing 64.71% of our issued and outstanding shares of Common Stock on a fully diluted basis.&nbsp;&nbsp;The Common
  Stock issued to the OELC, LLC members and/or their designees was issued in reliance upon exemptions from registration pursuant
  to (i) Section 4(2) under the Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;) and Rule 506 promulgated thereunder,
  and/or (ii) Regulation S of the Securities Act.&nbsp;&nbsp;We intend to comply with the conditions of Category 3 of 903(b) of Regulation
  S and an appropriate legend will be affixed to the stock certificate issued in accordance with Regulation S.&nbsp;&nbsp;The legend
  shall state that the shares represented by the stock certificate shall only be sold pursuant to a registration under the Securities
  Act or pursuant to an available exemption from registration and the holders of the stock certificate shall not to engage in hedging
  transactions with regard to the securities unless in compliance with the Securities Act.&nbsp;&nbsp;We will refuse to register
  any transfer of the shares not made in accordance with Regulation S.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Other than the transactions and agreements
  disclosed in this Current Report on Form 8-K, we know of no arrangements which may result in a change in control. No officer, director,
  promoter, or affiliate has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired
  by the Company through security holdings, contracts, options, or otherwise.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Item 5.02.</B> <B>Departure of Directors
  or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">In connection with the Share Exchange
  Agreement, our board of directors, which prior to the Share Exchange consisted of a sole member, Frank Drechsler, will remain at
  the same number.&nbsp;&nbsp;Concurrently with and effective upon the Closing Date, the board appointed Harold Hansen as President
  and Chief Executive Officer and as a director (filling a vacancy that existed on the board of directors), Richard Cole Dennard
  as Treasurer and Chief Financial Officer and Lee Barratt as Secretary. On the Closing Date Frank Drechsler resigned from all officer
  positions held with the Company and after appointing the forgoing officers and Harold Hansen as a director, resigned as a director.&nbsp;&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table sets forth certain
  information regarding the Company&rsquo;s directors and executive officers following the Share Exchange.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: bottom">
      <TD STYLE="width: 36%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Name</B></FONT></TD>
      <TD STYLE="width: 64%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Position</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Harold (Hal) Hansen</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">President Chief executive Officer and Director</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Richard Cole Dennard</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Treasurer and Chief Financial Officer</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Lee Barratt</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Secretary</FONT></TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">Reference is made to Item 2.01 above for certain information
  regarding the executive officers and directors.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt"><B>Item 5.06.</B> <B>Change in Shell Company Status.</B> <B>&nbsp;</B></P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt">On January 27, 2014, pursuant to the Delaware Holding Company Formation Statute, DGCL Section 251(g), the Company entered into an Agreement and Plan of Merger into a holding company structure (the &ldquo;Agreement&quot;) with Energie Holdings, Inc. (&quot;Energie&quot;) and Alas Acquisition Company (&quot;AAC&quot;), both wholly-owned subsidiaries of the Company. The Agreement provided for the merger of Alas Aviation Corp. with and into Energie, with Energie being the surviving corporation in that merger. Contemporaneously with the merger of Alas Aviation Corp. with and into Energie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Energie on a one share for one share basis pursuant to the merger agreement. &nbsp;</P>
  
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  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt"></P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt">As a result of this reorganization into a holding company structure, Energie became the publicly quoted parent holding company with Alas Acquisition Corp. becoming a wholly-owned subsidiary of Energie Holdings Inc.. Upon consummation of the Agreement, Energie&rsquo;s Common Stock was deemed to be registered under Section&nbsp;12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Energie is the successor issuer to Alas Aviation Corp..</P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt">&nbsp;</P>
  
  <P STYLE="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt">The description of the Agreement and Plan of Merger set forth in this Item&nbsp;1.01 is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item&nbsp;1.01. As the result of the completion of the transactions effectuated pursuant to the merger agreement, we are not a shell company. The information set forth above in Items 1.01 and 2.01 of this Current Report&nbsp;on Form 8-K is incorporated herein by reference in its entirety.</P>
  
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Item 9.01 Financial Statements and Exhibits</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>(a) &nbsp;Financial Statements of
  Business Acquired.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Audited Consolidated Financial Statements
  of OELC, LLC as of&nbsp;and for the years ended December 31, 2013 and 2012 and unaudited financial statements of OELC, LLC as of
  and for the&nbsp;three months ended March 31, 2014 and 2013 are filed as Exhibit 99.1 to this current report and are incorporated
  herein by reference.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>(b) &nbsp;Pro Forma Financial Information.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The unaudited pro forma condensed consolidated
  financial information as of and for the three months ended March 31, 2014 concerning the acquisition of the business operation
  the Company, OELC, LLC and its subsidiaries as filed as Exhibit 99.3 to this current report and are incorporated herein by reference.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>(d)&nbsp;&nbsp;Exhibits.</B></P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The exhibits listed in the following
  Exhibit Index are filed as part of this current report.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">&nbsp;</P>
  
  <TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse; font-size: 10pt">
  <TR STYLE="vertical-align: top">
      <TD STYLE="width: 11%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Exhibit No.&nbsp;</B></FONT></TD>
      <TD STYLE="width: 89%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>Description</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">2.1</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Share Exchange Agreement**</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">2.2</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Agreement and Plan of Merger***</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #DAEEF3">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">3.1</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><A HREF="energie0610ex3_1.htm">Certificate of Incorporation of Energie Holdings, Inc.</A>*</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">3.2</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><A HREF="energie0610ex3_2.htm">Bylaws of Energie Holdings, Inc.</A>*</FONT></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">99.1</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><A HREF="energie0610ex99_1.htm"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Audited Financial Statements of Energie LLC (OELC, LLC) for the Fiscal Year Ended December 31, 2013 and 2012*</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">99.2</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><A HREF="energie0610ex99_2.htm"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Un-Audited Financial Statements of Energie LLC (OELC, LLC) for the Three Months Ended March 31, 2014 and 2013*</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: #CCEEFF">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">99.3</FONT></TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%"><A HREF="energie0610ex99_3.htm"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">Pro
      Forma Condensed and Consolidated Financial Statements*</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top; background-color: white">
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD>
      <TD STYLE="padding-right: 0.8pt; line-height: 115%">&nbsp;</TD></TR>
  </TABLE>
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 40pt">*Attached as an exhibit hereto</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">** Files as an exhibit
  to the Company's Current Report on Form 8-K, as filed with the SEC on December 31, 2013 and incorporated by reference.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">*** Files as an exhibit
  to the Company's Current Report on Form 8-K/8, as filed with the SEC on January 29, 2014 and incorporated by reference</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 40pt">&nbsp;</P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SIGNATURES</B></P>
  
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  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">Pursuant to the requirements of the Securities Exchange Act
  of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>
  
  <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">Date: June 10, 2014</P>
  
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      <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
      <TD COLSPAN="2" STYLE="line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif"><B>ENERGIE HOLDINGS, INC.</B></FONT></TD></TR>
  <TR STYLE="background-color: white">
      <TD STYLE="width: 50%; text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 35%; line-height: 115%">&nbsp;</TD>
      <TD STYLE="width: 15%; line-height: 115%">&nbsp;</TD></TR>
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      <TD STYLE="text-align: right; line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
  <TR STYLE="background-color: white">
      <TD STYLE="text-align: right; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">&nbsp;By:&nbsp;&nbsp;</FONT></TD>
      <TD STYLE="border-bottom: black 1pt solid; line-height: 115%"><FONT STYLE="font: 10pt Times New Roman, Times, Serif">/s/ Harold Hansen</FONT></TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
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      <TD STYLE="line-height: 115%">&nbsp;</TD>
      <TD>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; background-color: white">Harold Hansen</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; background-color: white">President</P>
          <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; background-color: white">(Principal Executive Officer)</P></TD>
      <TD STYLE="line-height: 115%">&nbsp;</TD></TR>
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metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "energie06108k.htm", "secsgml_size_bytes": 324674}]
metadata_filer: {"company-data": {"conformed-name": "Energie Holdings, Inc.", "cik": "0000774937", "assigned-sic": "3661", "irs-number": "464897052", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28562", "film-number": "14902984"}, "business-address": {"street1": "4885 WARD ROAD, SUITE 300", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033", "phone": "(720) 963-8055"}, "mail-address": {"street1": "4885 WARD ROAD, SUITE 300", "city": "WHEAT RIDGE", "state": "CO", "zip": "80033"}, "former-company": [{"former-conformed-name": "ALAS AVIATION CORP.", "date-changed": "20130730"}, {"former-conformed-name": "LMK Global Resources, Inc.", "date-changed": "20121030"}, {"former-conformed-name": "VERILINK CORP", "date-changed": "19960426"}]}
text: UNITED STATES SECURITIES AND EXCHANGE
  COMMISSION
  Washington,
  D.C. 20549
  FORM 8-K
  Pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  Date of earliest event reported: June
  6, 2014
  ENERGIE HOLDINGS, INC.
  (Exact name
  of registrant as specified in its charter)
  Delaware
  (State or other
  jurisdiction of incorporation)
  000-28562
  94-2857548
  (Commission File Number)
  (I.R.S. Employer
  Identification No.)
  4885 Ward Road, Suite 300Wheat
  Ridge, Colorado 80033
  (Address of
  principal executive offices) (Zip Code)
  Registrant's telephone number, including
  area code: (720)-963-8055
  (fka Alas Aviation Corp.)
  4002 Highway 78, Suite 530-324,
  Snellville, GA  30039
  (Former name,
  former address and former fiscal year,
  if changed since last report)
  Registrant's telephone number, including
  area code:
  (404) 891-1118
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
  [_] Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR240.14d-2(b))
  [_] Soliciting material pursuant to Rule 14a-12 under Exchange
  Act (17 CFR240.14a-12)
  [_] Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR240.14d-2(b))
  [_] Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR240.13e-4(c))
  1
  SPECIAL
  NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This Current Report
  contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking
  statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential
  effect on our business. In some cases, you can identify forward-looking statements by the following words: "may," "will,"
  "could," "would," "should," "expect," "intend," "plan,"
  "anticipate," "believe," "approximately," "estimate," "predict," "project,"
  "potential," "continue," "ongoing," or the negative of these terms or other comparable terminology,
  although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve
  known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be
  materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.
  Factors that may
  cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example:
  •
  adverse economic conditions;
  •
  risks related to the construction market;
  •
  risks related to the U.S. import market;
  •
  the inability to attract and retain qualified senior management and technical personnel;
  •
  other risks and uncertainties related to the changing lighting market and our business strategy.
  All forward-looking
  statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other
  information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements.
  Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in
  this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations
  will be achieved. We disclose important factors that could cause our actual results to differ materially from expectations under
  "Risk Factors" and elsewhere in this current report. These cautionary statements qualify all forward-looking statements
  attributable to us or persons acting on our behalf.
  Information regarding
  market and industry statistics contained in this Current Report is included based on information available to us that we believe
  is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings
  or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications
  and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and
  services.  Except as required by U.S. federal securities laws, we have no obligation to update forward-looking information
  to reflect actual results or changes in assumptions or other factors that could affect those statements. See the section entitled
  "
  Risk Factors
  " for a more detailed discussion of risks and uncertainties that may have an impact on our future
  results.
  Item 1.01.
  Entry into a Material Definitive
  Agreement
  .
  Entry into a Share Exchange
  Agreement
  On December 31, 2013, Alas Aviation
  Corp. (the "Company" or "Alas") entered into a Share Exchange Agreement (the "Share Exchange")
  with OELC, LLC, a Delaware limited liability company ("OELC") and its wholly owned subsidiary, Énergie, LLC
  (collectively OELC, LLC and Énergie,, LLC are referred to as, "Énergie"). These interests in OELC are
  being exchanged for 33,000,000 fully paid non-assessable shares of Alas. Following closing of the Share Exchange Agreement, Alas
  Aviation will hold 100% of the financial and governance rights of OELC and through its ownership of OELC, 100% of the operating
  subsidiary, Énergie.
  2
  Reorganization into a Holding Company Structure
  The Merger
  Alas Aviation Corp., in anticipation
  of the Share Exchange wherein Energie would become a wholly owned subsidiary of Alas Aviation Corp., established another wholly
  owned subsidiary in Delaware under the name "Energie Holdings, Inc." On January 27, 2014, pursuant to the Delaware
  Holding Company formation statute, DGCL Section 251(g), the Company entered into an Agreement and Plan of Merger into a holding
  company structure (the "Merger Agreement") with Energie Holdings, Inc. ("Energie") and Alas Acquisition Company
  ("AAC"), both wholly-owned subsidiaries of the Company. The Agreement provided for the merger of Alas Aviation Corp.
  with and into Energie Holdings, Inc., with Energie Holdings, Inc. being the surviving corporation in that merger. Contemporaneously
  with the merger of Alas Aviation Corp. with and into Energie Holdings, Inc. pursuant to the Holding Company Formation Statute (and
  the Merger Agreement), the shareholders of Alas Aviation Corp. became shareholders of Energie Holdings, Inc. on a one share for
  one share basis pursuant to the Merger Agreement.
  As a result of this reorganization into
  a holding company structure, Energie Holdings, Inc. became the publicly quoted parent holding company with AAC becoming a wholly-owned
  subsidiary of Energie Holdings, Inc. and Alas Aviation Corp. ceased to exist. Upon consummation of the Merger Agreement, Energie
  Holding's common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended,
  pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Energie Holdings is the successor issuer to Alas
  Aviation Corp..
  The description of the Agreement and
  Plan of Merger set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Agreement and
  Plan of Merger, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
  Effect of the Merger on the Share
  Exchange
  The effect of the merger described above
  was that OELC, LLC and Energie, LLC had a share exchange agreement with Energie Holdings, Inc. as the successor to Alas Aviation
  Corp. The merger had the practical effect of changing the name of Alas Aviation Corp. in advance of the consummation of the Share
  Exchange among other benefits.
  The closing of the Share Exchange Agreement
  was conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total
  issued and outstanding shares of the Company being limited to 51,000,000 issued and outstanding post closing as well as completion
  of a PCAOB financial audit (following execution of the Share Exchange an additional 400,000 shares were issued and the limitation
  of 51,000,000 shares was waived allowing for the aforementioned issuance).   Following the closing of the Share Exchange
  Agreement, the Company intends to continue OELC and Énergie's historical businesses and proposed businesses. Our historical
  business and operations will continue independently through a wholly owned subsidiary.
  Reference is made to Item 2.01 for a
  description of the Share Exchange Agreement and the Agreement and Plan of Merger (the "Transaction Documents").  The
  description of the Transaction Documents is qualified in its entirety by reference to the complete text of the Transaction Documents,
  which are incorporated by reference herein. You are urged to read the entire transaction documents and the other exhibits attached
  hereto.
  All references to us, we, our, Alas,
  Energie and the Company refer to Energie Holdings, Inc. and its subsidiaries and their respective businesses following the consummation
  of the transactions under the transaction documents, unless the context otherwise requires.
  3
  Item 2.01.
  Completion of Acquisition or Disposition of Assets.
  On the Effective Date, as a result of
  the Exchange Agreement, the remaining conditions to Closing were met and we acquired 100% of the issued and outstanding equity
  interests of OELC, LLC and its operating subsidiary, Énergie, LLC in exchange for 33,00,000 shares of our Common Stock.
  Pursuant to the terms of the Exchange
  Agreement, our sole member of the board of directors (the "Board"), Frank Drechsler was replaced with Harold Hansen.
  In addition, the Board appointed Harold Hansen to serve as Chairman of the Board, Harold Hansen to continue to serve as Chief Executive
  Officer and President, with Richard Cole Dennard to serve as Chief Financial Officer and Treasurer and Lee Barratt to serve as
  Secretary. Because of the change in the composition of our board of directors and the issuance of securities pursuant to the Share
  Exchange, a change-of-control of our Company occurred on the Closing Date.
  According to the terms of the Share
  Exchange Agreement, we now have 51,000,000 shares of Common Stock issued and outstanding (excluding the additional 400,000 shares
  that were issued following execution of the Share Exchange Agreement).  The pre-existing stockholders of the Company
  and their designees now own approximately 35.29% of the Company's issued and outstanding Common Stock after the Share Exchange
  without taking into account the shares issuable under the Company's anticipated employee stock option plan if such plan is
  adopted.
  As stated, on or about January 27, 2014,
  through our merger into a holding company structure pursuant to the Delaware Holding Company Statute, Section 251(g), in anticipation
  of Closing on the Share Exchange, we effected a change in our corporate name from Alas Aviation Corp. to Energie Holdings, Inc.
  by filing a Certificate of Merger ("Certificate of Merger") with the Delaware Secretary of State's Office, whereby
  our newly established and wholly owned subsidiary (formed, in part, for the purpose of effecting the change in our corporate name)
  was merged with and into the Company and the Company adopted the name of the subsidiary, Energie Holdings, Inc..   We
  effected the name change to better reflect the nature of the business operations expected to be acquired as of the date of the
  filing of the Certificate of Merger.
  As discussed in more
  detail in Item 5.06 of this report, as a result of the consummation of the transactions under the Transaction Documents, (i) Energie
  Holdings, Inc. is not a shell company as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, and (ii)
  we acquired control of OELC, LLC and its subsidiary Energie, LLC, which are engaged in the business of LED lighting.  
  In the Current Report filed on form 8-K we are providing information that would be included in a Form 10 had we been required to
  file such form. Please note that the information provided below relates to the combined entity after the acquisition of OELC, LLC
  and Energie LLC.  Information in response to this Item 2.01 below is keyed to the item numbers of Form 10.
  4
  Item 1.
  Description of Business.
  DESCRIPTION OF BUSINESS
  Background
  Energie Holdings, Inc. is 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 will include both conventional fixtures and advanced solid-state technology
  that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. 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 group has over 100 years of combined experience in this industry.
  The first acquisition of Energie
  Holdings was Énergie, LLC. The public company management decided to adopt the Énergie, name to capitalize on Énergie,
  LLC's 12 years in the lighting industry. Énergie, LLC was founded in 2001 to provide specialized interior lighting
  solutions to the architecture and interior design markets. The Company is headquartered in Wheat Ridge, Colorado and also maintains
  a production and assembly facility in Zeeland, Michigan. Énergie, LLC's business is based upon the company's
  partnership with various European suppliers of disruptive highly efficient LED lighting technology. The Company and Energie, LLC
  are capitalizing on these European lighting companies' desire to penetrate the North American markets by solving many of
  the problems these producers encounter when approaching these markets. These obstacles include designs that do not meet UL/CUL
  standards and building codes, the need to provide appropriate North American oriented marketing and product information and specifications,
  experience to leverage the lighting industry sales agent network, and market based product supply. The Company and Énergie's
  business strategy is to enter into exclusive sales agreements with European suppliers that have unique lighting products; and to
  bridge the divide between product desires of North American architects, lighting designers, electrical engineers and interior designers
  to access innovative European products and the desires of European manufacturers to find a cost effective way to penetrate the
  North American markets. As these European partners are continually developing new products, Énergie collaborates in the
  fixture design process and has the right to launch such products in North America. In many cases, Énergie partners will
  co-fund the upfront costs associated with launching new products however there continue to be needs for additional working capital
  to accelerate its growth.
  The LED Lighting Industry
  The global lighting 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.
  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.
  In addition, the energy-efficient nature of LED technology 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.
  In 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.
  5
  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.
  Historically, large global competitors
  focused almost exclusively on the general illumination market because of their advantage in purchasing power, manufacturing volume
  and distribution efficiency, while smaller industry participants generally competed in niche markets primarily by offering specialized
  products and superior customer service to their regions. However, the evolution of advanced lighting solutions has enabled smaller
  companies to penetrate and compete in the larger general illumination market. One of these notable advanced lighting solutions
  is LED lighting.
  LED Lighting Industry Trends
  LEDs are semiconductor-based devices
  that generate light. As the cost of LEDs decreases and 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
  :
  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.
  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 leading consulting company, 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, we believe LED adoption should continue to expand. For example, LED lamps are currently outselling
  CFL lamps in Japan as the quality of light is far superior to CFLs. In 2011, an analysis of the global lighting market by a leading
  consulting company predicts that the LED market share for new construction will grow from 7% in 2010 to 70% in 2020. In the same
  period, LED market share for replacement lamps and retrofits will soar from 5% to 53%. In dollars, the same study estimated that
  the overall LED lighting market will grow by about 30% per year and reach approximately $84 billion in 2020.
  6
  Legislative
  Influences Spur Market Adoption of Energy Efficient LED Lighting.
  Government regulations, such as initiatives by the United
  States Department of Energy and the Environmental Protection Agency's Energy Star Certification Program, are driving adoption
  of more energy efficient lighting solutions. Energy Star sets industry-wide international recommendations for lighting products
  that outline efficiency and performance criteria, helping manufacturers promote their products and purchasers better understand
  lighting products. Governments are also adopting or proposing legislation to promote energy efficiency and conservation. Lower
  energy consumption translates into lower electricity generation, often from coal power plants, and thus can significantly lower
  carbon emissions. Legislative actions to promote energy efficiency can beneficially impact the LED lighting market in the countries
  adopting such legislation and other countries, as well. For example, several countries have effectively banned the 40, 60, and100-watt
  incandescent light bulbs and are expected to progressively apply these restrictions to lower-wattage bulbs. In addition, LED lighting
  solutions are free of hazardous materials such as mercury, which can be harmful to the environment. Any restrictions on the use
  of hazardous substances could adversely affect one of the LED lamp's primary competitors, the CFL market.
  Summary of Current Business of the Company
  The business plan for Energie Holdings
  is to acquire and grow complementary LED based lighting fixture companies. Each acquisition will continue to operate under its
  own brand. Energie Holdings will provide access to LED technology and suppliers, appropriate capital funding and general business
  practices oversight and where appropriate some support services will be provided to gain greater leverage on cost. Examples could
  include: accounting, legal, employee benefits and payroll services, and common component bulk purchasing contracts.
  The first acquisition for Energie
  Holdings is Énergie, LLC which is a wholly owned subsidiary. It will continue to operate as a stand-alone business. . Énergie
  LLC 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 spaces. The subsidiary company targets the
  $4 billion architectural, specification-grade lighting fixture segment with innovative, differentiated lighting products that exemplify:
  []
  Energy efficiency focused
  on the disruptive LED technology
  []
  High performance with respect
  to quantity and quality of light through superior optic design
  []
  Aesthetic design that appeals
  to the senses while allowing architects and designers to make strong visual statements by accessing European lighting fixture
  designers
  In order to secure such projects,
  Énergie LLC cultivates relationships and builds its 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. The Company maintains a network of over 60 sales agencies across North America to represent its products. Énergie
  LLC supports its agents with sales and marketing resources to help drive "sell through" of Énergie branded products.
  All products are assembled to Underwriter's Laboratory requirements in our factory to control quality and meet lead time
  requirements of the customers.
  Énergie LLC's business
  model and product strategy is based upon collaboration with leading European lighting companies. The North American architectural
  and design community has long recognized that European lighting manufacturers have distinctive, innovative and technologically
  advanced product offerings. Arguably, European designs and technology are several years ahead of what is available in North 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.
  The European manufacturers 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, unprofitable
  and many have failed. 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.
  7
  Our Growth Strategy
  The objective of Energie Holdings
  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. Our creative lighting products will include both conventional fixtures and advanced solid-state
  technology that can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment.
  Our objective is to grow, innovate, and fully capture the rapidly growing lighting market opportunities associated with solid state
  lighting.
  Key elements of our share value price growth strategy
  include:
  LED Technology Leadership:
  As
  LED technology increases in the speed at which it is advancing, lighting fixture designs will have to adapt to that rate of change.
  Energie Holdings intends to provide access to the best resources to apply LED technology for our subsidiaries. We also intend to
  provide buying contracts with LED component manufacturers to control cost while staying at the leading edge of the technology.
  Access 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. Energie Holdings intends to provide
  the appropriate capital to develop and launch LED lighting fixtures through our subsidiaries.
  Best Practices Management Services:
  The business processes and staffing required to move to solid state lighting are different than those needed for conventional
  lighting technology. Energie Holdings intends to provide assistance to our subsidiary teams to help them capitalize on these changes
  aggressively and cost effectively.
  Market Appropriate Education.
  We believe that specifier and end-user education of the benefits of LED lighting is key. There is a growing need for unique advances
  in LED engineering and the market is beginning to embrace the technology. Through education, we intend to create a sales force
  and distribution network that provides the knowledge necessary to drive the commercial market. By introducing new products with
  longer life and lower cost we believe that the LED market and its acceptance will continue to grow at a rapid rate.
  Expanding our LED Product Portfolio
  .
  As our goal is to serve our customers and create a quality experience in both product and service, we will continue to expand these
  categories and add necessary fixtures and light sources to increase our offering as an LED solution provider.
  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 advanced lighting 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.
  Capitalizing on Opportunities
  in Our Target Markets
  . We believe there is a growing need for unique, advanced lighting solutions across our target markets.
  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.
  Competition
  We currently face competition from
  both traditional lighting companies that provide general lighting products, including incandescent, fluorescent, high intensity
  discharge (HID), metal halide (MH) and 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
  basis of design, innovation, and quality of light, maintenance costs, safety issues, energy consumption, price, product quality
  and brightness.
  8
  In the general illumination market,
  we compete with traditional lighting companies that include Acuity Brands Lighting, Inc., Cooper Lighting (a division of Cooper
  Industries, Inc.), Hubbell Lighting, Inc. (a division of Hubbell Incorporated), Juno Lighting Group (a division of Schneider Electric
  SA), GE Lighting and Royal Philips Lighting (a division of Koninklijke Philips Electronics 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.
  We believe that we will compete favorably in our markets,
  based on the following factors:
  • Breadth and diversity of
  high-quality LED product offerings
  • Our expansive distribution
  network and developed relationships
  • Innovative products at competitive
  price points
  • UL/CUL, DLC and Energy Star
  certifications
  • Ability to offer multiple
  levels of products
  • Value-engineered products
  producing a fast ROI
  • Responsiveness to customers
  We 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.
  Employees
  As of the date of this Current Report,
  the Company has three full-time employees, Harold Hansen, Lee Barratt and Veda Ferlazzo Clark and Richard Cole Dennard working
  as an independent contractor. Our wholly owned subsidiary has seven additional employees and from time to time employees are engaged
  on a temporary basis as needed to meet production schedules.
  Legal Proceedings
  Neither the Company nor its subsidiaries knows
  of any material, existing or pending legal proceedings against them, nor are any of them involved as a plaintiff in any material
  proceeding or pending litigation. There are no proceedings in which the Company's or Subsidiaries' directors, officers
  or any affiliates, or any registered or beneficial shareholder, are an adverse party or have a material interest adverse to its
  interest.
  Item 1A.
  Risk Factors.
  RISK FACTORS
  INVESTING IN THE COMPANY'S
  COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING RISKS ACTUALLY MATERIALIZES, THE COMPANY'S BUSINESS,
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD SUFFER. IF ANY OF THE FOLLOWING OCCURS, OUR BUSINESS, FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS COULD SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD ALSO DECLINE. WE OPERATE IN A CONTINUALLY
  CHANGING BUSINESS ENVIRONMENT. IN THIS ENVIRONMENT, NEW RISKS MAY EMERGE AND ALREADY IDENTIFIED RISKS MAY VARY SIGNIFICANTLY IN
  TERMS OF IMPACT AND LIKELIHOOD OF OCCURRENCE. MANAGEMENT CANNOT PREDICT SUCH DEVELOPMENTS, NOR CAN IT ASSESS THE IMPACT, IF ANY,
  ON OUR BUSINESS OF SUCH NEW RISK FACTORS OR OF EVENTS DESCRIBED IN ANY FORWARD-LOOKING STATEMENTS.
  9
  An investment in our Common Stock
  involves a high degree of risk. You should carefully consider the risks described below and the other information in this Current
  Report filed on Form 8-K before investing in our Common Stock. The Company's business is subject to numerous risk factors,
  including but not limited to the following:
  Risks Related to Our Business
  Our independent auditors have
  expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.
  The report of our independent auditors
  on our financial statements for the year ended December 31, 2013 included an explanatory paragraph indicating that there is substantial
  doubt about our ability to continue as a going concern. Our auditors' doubts are based on our incurring significant net loss
  and our working capital deficit position. Our ability to continue as a going concern will be determined by our ability to obtain
  additional funding in the short term to enable us to realize the commercialization of our planned business operations. Our financial
  statements do not include any adjustments that might result from the outcome of this uncertainty.
  The Company was an development
  stage company that has had no operating history since June 2006, its only revenues are from its subsidiary OELC, LLC
  .
  Until the acquisition of OELC,
  LLC, the Company had no assets or financial resources other than those it received from advances from shareholders. It will, in
  all likelihood continue to sustain losses until it is able to reduce its costs of borrowing, increase its revenue and margins,
  close on an acquisition that is accretive to earnings or additional funding is obtained. This may result in the Company incurring
  additional net operating losses that will increase continuously until it can secure additional funding or can consummate one of
  its other anticipated acquisitions. There is no assurance that the Company can identify such a future business opportunity and
  consummate such a joint venture or business combination.
  If we fail to retain our key personnel or if we
  fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business
  could suffer.
  Our future success and ability
  to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions
  of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees,
  including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly
  skilled technical people is extremely intense, and we face challenges identifying, hiring and retaining qualified personnel in
  many areas of our business. If we fail to retain our senior management and other key personnel or if we fail to attract additional
  qualified personnel, we may not be able to achieve our strategic objectives and our business could suffer.
  Completion of Marketing Concept.
  There is no assurance that the
  Company will be able to implement its marketing concept as planned. Accordingly, the Company may not have sufficient capital to
  pay the amounts due under the Note(s).
  Competition.
  There is widespread competition
  in the lighting industry. Although the Company believes it will enjoy a competitive advantage with the proprietary intellectual
  property related to its products through its exclusive distribution agreements, other companies may develop competing products.
  The Company's competition includes larger, more experienced and stronger capitalized companies than the Company. No assurance
  can be given that the Company will be able to compete successfully with such competitors in the future. Therefore, investment in
  the Note, the Warrants and the Common Stock issuable upon exercise or conversion is considered a risky and speculative investment.
  General Economic Conditions.
  The Company is attempting to exploit
  a new product at a time of generally recognized national economic slowdown and in particular a slowdown in the building and construction
  industries. The Company may experience difficulty in selling, even where the Company's products and services are enthusiastically
  received.
  10
  Need for Additional Financing.
  The Company pursued a strategy
  of becoming a publicly traded company as part of its acquisition strategy for growth, to the extent that the price of its Common
  Stock is lower than expected, it may not be in a position to use its equity as consideration for target acquisitions or it may
  be necessary for the Company to provide the equity holders of potential targets with more equity than it would deem desirable.
  As a result it may be necessary for the Company to fund these acquisitions with the sale of its equity securities (common or preferred)
  or with debt. There can be no assurance that the Company's operations or those of its intended acquisition targets will supply
  the revenues necessary for such expansion. There can be no assurances given that such financing will be available in the amount
  required or, if available, that such financing may be obtained on terms satisfactory to the Company.
  Our new products may not achieve broad market
  acceptance, which would prevent us from increasing our revenue and market share.
  If we fail to achieve broad market
  acceptance of new products, there could be an adverse impact on our ability to increase our revenue, gain market share and achieve
  and sustain profitability. Our ability to achieve broad market acceptance for additional products will be impacted by a number
  of factors, including:
  []
  our ability to timely introduce and complete new
  designs and timely qualify and certify our products;
  []
  whether the owners of large industrial or commercial facilities will continue to be willing to purchase our products given our
  current size of operations;
  []
  our ability to produce LED lighting systems that compete favorably against other solutions on the basis of price, quality, design,
  reliability and performance;
  []
  our ability to choose appropriate products from our suppliers that we will be able to modify to comply with local standards and
  regulatory requirements, as well as potential in-country manufacturing requirements; and
  []
  our ability to continue to develop and maintain successful relationships with our customers and suppliers.
  In addition, our ability to achieve
  increased market share will depend on our ability to increase sales to commercial, residential and industrialfacilities. These
  potential customers often have in certain cases made substantial investments in other types of lighting systems, which may create
  challenges for us to achieve their adoption of our LED solutions.
  The LED lighting industry is highly competitive
  and we expect to face increased competition as new and existing competitors introduce competing products, which could negatively
  impact our results of operations and market share.
  Marketing and selling our LED solutions
  against traditional lighting solutions is highly competitive, and we expect competition to intensify as new and existing competitors
  enter the LED lighting market. We believe that there are possibly a number of companies developing LED and other products that
  will compete directly with our LED systems.
  Some of our competitors have announced
  plans to introduce LED products that could compete with our systems. Several of our existing and potential competitors are significantly
  larger, have greater financial, marketing, distribution, customer support and other resources, are more established than we are,
  and have significantly better brand recognition. Some of our competitors have more resources to develop or acquire, and more experience
  in developing or acquiring, new products and technologies and in creating market awareness for these products and technologies.
  Further, certain competitors may be able to develop new products more quickly than we can and may be able to develop products that
  are more reliable or which provide more functionality than ours. In addition, some of our competitors have the financial resources
  to offer competitive products at aggressive or below-market pricing levels, which could cause us to lose sales or market share
  or require us to lower prices for our LED systems in order to compete effectively. If we have to reduce our prices by more than
  we anticipated, or if we are unable to offset any future reductions in our average selling prices by increasing our sales volume,
  reducing our costs and expenses or introducing new products, our gross profit would suffer.
  11
  A drop in the price of electricity derived from
  the utility grid or from alternative energy sources may harm our business, financial condition and results of operations.
  We believe that a decision to purchase
  an LED system is strongly influenced by the cost of electricity. Decreases in the prices of electricity would make it more difficult
  for all LED systems to compete. In particular, growth in unconventional natural gas production and an increase in global liquefied
  natural gas capacity are expected to keep natural gas prices relatively low for the foreseeable future. Persistent low natural
  gas prices, lower prices of electricity produced from other energy sources, such as nuclear power, or improvements to the utility
  infrastructure could reduce the retail price of electricity from the utility grid, making the purchase of an LED less economically
  attractive and lowering sales of our LED lighting systems. In addition, energy conservation technologies and public initiatives
  to reduce demand for electricity also could cause a fall in the retail price of electricity from the utility grid which could negatively
  impact our sales.
  Energie LLC depends upon a few manufacturers.
  Our operations could be disrupted if we encounter problems with these manufacturers.
  We have limited internal manufacturing
  capabilities, and rely primarily upon the products of third party manufacturers. Our manufacturing facility is focused largely
  on assembly and modification of existing products manufactured by third parties overseas. Our reliance on those manufacturers makes
  us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing
  yields and costs.
  The revenues that our manufacturers
  generate from our orders may represent a relatively small percentage of their overall revenues. As a result, fulfilling our orders
  may not be considered a priority in the event of constrained ability to fulfill all of their customer obligations in a timely manner.
  In addition, the facilities in which our products are manufactured are located outside of the United States. We believe that the
  location of these facilities outside of the United States increases supply risk, including the risk of supply interruptions or
  reductions in manufacturing quality or controls.
  If our manufacturers were unable
  or unwilling to manufacture our products in required volumes and at high quality levels or renew existing terms under supply agreements,
  we would have to identify, qualify and select acceptable alternative manufacturers. An alternative contract manufacturer may not
  be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable
  terms, including price. Further, in most instances the products we purchase from any particular manufacturer are proprietary to
  that manufacturer and it would not be possible to source the same product from another manufacturer. Any significant interruption
  in manufacturing would require us to reduce our supply of products to our customers, which in turn would reduce our revenues, harm
  our relationships with our customers and damage our relationships with our distributors and end customers and cause us to forego
  potential revenue opportunities.
  If we are unable to effectively develop, manage
  and expand our distribution channels for our products, our operating results may suffer.
  If we are unable to effectively
  penetrate additional business channels or develop alternate channels to ensure our products are reaching the appropriate customer
  base, our financial results may be adversely impacted. In addition, if we successfully penetrate or develop these channels, we
  cannot guarantee that customers will accept our products or that we will be able to deliver them in the timeline established by
  our customers.
  We intend to sell a substantial
  portion of our products to electrical distributors. We will rely on our lighting sales agents to develop and expand their customer
  base as well as anticipate demand from their customers. If they are not successful, our growth and profitability may be adversely
  impacted.
  The markets in which we operate are highly competitive
  and have evolving technical requirements.
  The markets for our products are
  highly competitive. In the LED market, we compete with companies that manufacture or sell LED chips and LED components as well
  as those that sell LED lighting products. Competitors continue to offer new LED products with aggressive pricing and improved performance.
  Competitive pricing pressures may change and could impact our gross margins.
  12
  We will operate in an industry that is subject
  to significant fluctuation in supply and demand that affects our LED revenue and profitability.
  The LED lighting industry is in
  the early stages of adoption and is characterized by constant and rapid technological change, rapid product obsolescence and price
  erosion, evolving standards, short product life-cycles and fluctuations in product supply and demand. The industry has experienced
  significant fluctuations, often in connection with, or in anticipation of product cycles and declines in general economic conditions.
  These fluctuations have been characterized by lower product demand, production overcapacity, higher inventory levels and increased
  pricing pressure.
  The adoption of or changes
  in government and/or industry policies, standards or regulations relating to the efficiency, performance or other aspects of LED
  lighting or changes in government and/or industry policies, standards or regulations that discourage the use of certain traditional
  lighting technologies, could impact the demand for our LED products.
  The adoption of or changes in government
  and/or industry policies, standards or regulations relating to the efficiency, performance or other aspects of LED lighting may
  impact the demand for our LED products. Demand for our LED products may also be impacted by changes in government and/or industry
  policies, standards or regulations that discourage the use of certain traditional lighting technologies. For example, the Energy
  Independence and Security Act of 2007 in the United States imposed constraints on the sale of incandescent lights which began in
  2012. These constraints may be eliminated or delayed by legislative action, which could have a negative impact on demand for our
  products.
  Depressed general economic conditions, including
  the strength of the construction market, may adversely affect our operating results and financial condition.
  Our business is sensitive to changes
  in general economic conditions, both inside and outside the United States. An economic downturn may adversely impact our business.
  Sales of our lighting products depend significantly upon the level of new building and renovation construction, which is affected
  by commercial and housing market trends, interest rates and the weather. In addition, due to the seasonality of construction and
  the sales of lighting products, our revenue and income have tended to be significantly lower in the first quarter of each year.
  We may experience substantial fluctuations in our operating results from period to period as a consequence of these factors. Slow
  growth in the economy or an economic downturn could adversely affect our ability to meet our working capital requirements and growth
  objectives, or could otherwise adversely affect our business, financial condition and results of operations. As a result, any general
  or market-specific economic downturns, particularly those affecting new building construction and renovation, or that cause end-users
  to reduce or delay their purchases of lighting products, services, or retrofit activities, would have a material adverse effect
  on our business, cash flows, financial condition and results of operations.
  Our operating results may fluctuate due to factors
  that are difficult to forecast and not within our control.
  Our past operating results may
  not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our
  operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to
  fluctuations include:
  []
  changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand in the industries
  we serve;
  []
  our ability to effectively manage our working capital;
  []
  our ability to satisfy consumer demands in a timely and cost-effective manner;
  []
  pricing and available of labor and materials;
  []
  our inability to adjust certain fixed costs and expenses for changes in demand;
  []
  seasonal fluctuations in demand and our revenue; and
  []
  disruption in component supply from foreign vendors.
  13
  If LED lighting technology
  fails to gain widespread market acceptance or we are unable to respond effectively as new lighting technologies and market trends
  emerge, our competitive position and our ability to generate revenue and profits may be harmed.
  To be successful, we depend on
  continued market acceptance of our existing LED technology. Although adoption of LED lighting continues to grow, the use of LED
  lighting products for general illumination is in its early stages, is still limited and faces significant challenges. Potential
  customers may be reluctant to adopt LED lighting products as an alternative to traditional lighting technology because of its higher
  initial cost or perceived risks relating to its novelty, reliability, usefulness, light quality and cost-effectiveness when compared
  to other established lighting sources available in the market. Changes in economic and market conditions may also affect the marketability
  of some traditional lighting technologies such as declining energy prices in certain regions or countries may favor existing lighting
  technologies that are less energy efficient, reducing the rate of adoption for LED lighting products in those areas. Even if LED
  lighting products continue to achieve performance improvements and cost reductions, limited customer awareness of the benefits
  of LED lighting products, lack of widely accepted standards governing LED lighting products and customer unwillingness to adopt
  LED lighting products in favor of entrenched solutions could significantly limit the demand for LED lighting products and adversely
  impact our results of operations. In addition, we will need to keep pace with rapid changes in LED technology, changing customer
  requirements, new product introductions by competitors and evolving industry standards, any of which could render our existing
  products obsolete if we fail to respond in a timely manner. Development of new products incorporating advanced technology is a
  complex process subject to numerous uncertainties. We have previously experienced, and could in the future, experience delays in
  the introduction of new products. If effective new sources of light other than LEDs are discovered, our current products and technologies
  could become less competitive or obsolete. If others develop innovative proprietary lighting technology that is superior to ours,
  or if we fail to accurately anticipate technology and market trends, respond on a timely basis with our own development of new
  products and enhancements to existing products, and achieve broad market acceptance of these products and enhancements, our competitive
  position may be harmed and we may not achieve sufficient growth in our net sales to attain or sustain profitability.
  If we are unable to manage any future growth effectively,
  our profitability and liquidity could be adversely affected.
  Our ability to achieve our desired
  growth depends on our execution in functional areas such as management, sales and marketing, and general administration and operations.
  To manage any future growth, we must continue to improve our distribution, operational and financial processes and systems and
  expand, train and manage our employee base. If we are unable to manage our growth effectively, our business and results of operations
  could be adversely affected.
  If we are not able to compete effectively against
  companies with greater resources, our prospects for future success will be jeopardized.
  The lighting industry is highly
  competitive. In the high performance lighting markets in which we sell our advanced lighting systems, our products compete with
  lighting products utilizing traditional lighting technology provided by many vendors. Additionally, in the advanced lighting markets
  in which we have primarily competed to date, competition has largely been fragmented among a number of small manufacturers. However,
  some of our competitors, particularly those that offer traditional lighting products, are larger, established companies with greater
  resources to devote to research and development, manufacturing and marketing, as well as greater brand recognition.
  Moreover, we expect to encounter
  competition from an even greater number of companies in the general lighting market. Our competitors are expected to include the
  large, established companies in the general lighting industry, such as GE, Inc., Osram Sylvania, CREE, Inc. and Royal Philips Electronics.
  Each of these competitors has undertaken initiatives to develop LED technology. These companies have global marketing capabilities
  and substantially greater resources to devote to research and development and other aspects of the development, manufacture and
  marketing of LED lighting products than we possess. The relatively low barriers to entry into the lighting industry and the limited
  proprietary nature of many lighting products also permit new competitors to enter the industry easily.
  14
  In each of our markets, we also
  anticipate the possibility that LED manufacturers, including those that currently supply us with LEDs, may seek to compete with
  us. Our competitors' lighting technologies and products may be more readily accepted by customers than our products. Moreover,
  if one or more of our competitors or suppliers were to merge with one another, the change in competitive landscape could adversely
  affect our competitive position. Additionally, to the extent that competition in our markets intensifies, we may be required to
  reduce our prices in order to remain competitive. If we do not compete effectively, or if we reduce our prices without making commensurate
  reductions in our costs, our net sales and profitability and our future prospects for success may be harmed.
  We depend on independent sales representatives
  for a substantial portion of our net sales, and the failure to manage our relationships with these third parties, or the termination
  of these relationships, could cause our net sales to decline and harm our business.
  We rely significantly on indirect
  sales channels to market and sell our products. Most of our products are sold through third-party independent sales representatives.
  In addition, these parties provide technical sales support to end-users. Our current agreements within these sales channels are
  generally non-exclusive, meaning they can sell products of our competitors. We anticipate that any such agreements we enter into
  in the future will be on similar terms. Furthermore, our agreements are generally short-term, and can be cancelled by these sales
  channels without significant financial consequence. We cannot control how these sales representatives perform and cannot be certain
  that we or end-users will be satisfied by their performance. If these sales representatives significantly change their focus away
  from us, or change their historical pattern of selling products from us, there could be a significant impact on our net sales and
  profits.
  Our products could contain defects or they may
  be installed or operated incorrectly, which could reduce sales of those products or result in claims against us.
  Despite product testing, defects
  may be found in our existing or future products. This could result in, among other things, a delay in the recognition or loss of
  net sales, loss of market share or failure to achieve market acceptance. These defects could cause us to incur significant warranty,
  support and repair costs, divert the attention of our engineering personnel from our product development efforts, and harm our
  relationship with our customers. The occurrence of these problems could result in the delay or loss of market acceptance of our
  lighting products and would likely harm our business. Some of our products use line voltages (such as 120 or 277 AC), which involve
  enhanced risk of electrical shock, injury or death in the event of a short circuit or other malfunction. Defects, integration issues
  or other performance problems in our lighting products could result in personal injury or financial or other damages to end-users
  or could damage market acceptance of our products. Our customers and end-users could also seek damages from us for their losses.
  A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.
  The cost of compliance with environmental, health
  and safety laws and regulations could adversely affect our results of operations or financial condition.
  We are subject to a broad range
  of environmental, health, and safety laws and regulations. These laws and regulations impose increasingly stringent environmental,
  health, and safety protection standards and permitting requirements regarding, among other things, air emissions, wastewater storage,
  treatment, and discharges, the use and handling of hazardous or toxic materials, waste disposal practices, the remediation of environmental
  contamination, and working conditions for our employees. Some environmental laws, such as Superfund, the Clean Water Act, and comparable
  laws in U.S. states and other jurisdictions world-wide, impose joint and several liability for the cost of environmental remediation,
  natural resource damages, third party claims, and other expenses, without regard to the fault or the legality of the original conduct,
  on those persons who contributed to the release of a hazardous substance into the environment. We may also be affected by future
  laws or regulations, including those imposed in response to energy, climate change, geopolitical, or similar concerns. These laws
  may impact the sourcing of raw materials and the manufacture and distribution of our products and place restrictions and other
  requirements on the products that we can sell in certain geographical locations.
  15
  Energie LLC operations rely on international suppliers
  and are subject to risks associated with operating in international markets.
  All of our products originate from foreign suppliers.
  International business operations are subject to inherent risks, including, among others:
  []
  difficulty in enforcing agreements through foreign legal systems,
  []
  unexpected changes in regulatory requirements, tariffs, and other trade barriers or restrictions,
  []
  potentially adverse tax consequences,
  []
  the burdens of compliance with the U.S. Foreign Corrupt Practices Act, similar anti-bribery laws in other countries, and a wide
  variety of foreign laws,
  []
  import and export license requirements and restrictions of the United States and each other country in which we operate,
  []
  exposure to different legal standards and reduced protection for intellectual property rights in some countries,
  []
  currency fluctuations and restrictions, and
  []
  political, social, and economic instability, including war and the threat of war, acts of terrorism, pandemics, boycotts, curtailment
  of trade or other business restrictions.
  If we do not anticipate and effectively manage these
  risks, these factors may have a material adverse impact on our sales, thus lowering our total revenues.
  We believe that certification and compliance issues
  are critical to adoption of our lighting systems, and failure to obtain such certification or compliance would harm our business.
  We are required to comply with
  certain legal requirements governing the materials in our products. Although we are not aware of any efforts to amend any existing
  legal requirements or implement new legal requirements in a manner with which we cannot comply, our net sales might be adversely
  affected if such an amendment or implementation were to occur.
  Moreover, although not legally
  required to do so, we strive to obtain certification for substantially all our products. In the United States, we seek certification
  on substantially all of our products from Underwriters Laboratories (UL®) or Intertek Testing Services (ETL®). Although
  we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals,
  we cannot ensure that we will be able to obtain any such certifications for our new products or that, if certification standards
  are amended, that we will be able to maintain such certifications for our existing products. Moreover, although we are not aware
  of any effort to amend any existing certification standard or implement a new certification standard in a manner that would render
  us unable to maintain certification for our existing products or obtain ratification for new products, our net sales might be adversely
  affected if such an amendment or implementation were to occur.
  Failure to effectively estimate employer-sponsored
  health insurance premiums and incremental costs due to the Affordable Healthcare Act could materially and adversely affect our
  results of operations, financial position, and cash flows.
  In March 2010, the United States
  federal government enacted comprehensive health care reform legislation, which, among other things, includes guaranteed coverage
  requirements, eliminates pre-existing condition exclusions and annual and lifetime maximum limits, restricts the extent to which
  policies can be rescinded, and imposes new taxes on health insurers, self-insured companies, and health care benefits. The legislation
  imposes implementation effective dates that began in 2010 and extend through 2020 with many of the changes requiring additional
  guidance from federal agencies and regulations. Possible adverse effects could include increased costs, exposure to expanded liability,
  and requirements for us to revise the ways in which healthcare and other benefits are provided to employees. We continue to monitor
  the potential impacts the health care reform legislation will have on our financial results.
  16
  We may be subject to legal claims against us or
  claims by us which could have a significant impact on our resulting financial performance.
  At any given time, we may be subject
  to litigation, the disposition of which may have an adverse effect upon our business, financial condition, or results of operation.
  Energie LLC has significant exposure to economic
  risk in Europe because the majority of our supply partners are located in Europe.
  Because the majority of our products
  are manufactured by European suppliers, we are subject to all of the general European economic risks faced by them.
  Countries in Europe may be significantly
  affected by fiscal and monetary controls implemented by the European Union ("EU") and European Economic and Monetary
  Union ("EMU"), which require member countries to comply with restrictions on inflation rates, deficits, interest rates,
  debt levels and fiscal and monetary controls. Decreasing imports or exports, changes in governmental or other regulations on trade,
  changes in the exchange rate of the Euro, the default or threat of default by one or more EU member countries on its sovereign
  debt, and/or an economic recession in one or more EU member countries may have a significant adverse effect on the economies of
  other EU member countries and major trading partners outside Europe.
  In recent years, the European financial
  markets have experienced volatility and adverse trends due to concerns about economic downturns, rising government debt levels
  and the possible default of government debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain.
  Several countries, including Greece and Italy, have agreed to multi-year bailout loans from the European Central Bank, International
  Monetary Fund, and other institutions. A default or debt restructuring by any European country, such as the restructuring of Greece's
  outstanding sovereign debt, can adversely impact holders of that country's debt and sellers of credit default swaps linked
  to that country's creditworthiness, which may be located in countries other than those listed above, and can affect exposures
  to other EU countries and their businesses as well. The manner in which the EU and EMU responded to the global recession and sovereign
  debt issues raised questions about their ability to react quickly to rising borrowing costs and the potential default by Greece
  and other countries of their sovereign debt and revealed a lack of cohesion in dealing with the fiscal problems of member states.
  To address budget deficits and public debt concerns, a number of European countries have imposed strict austerity measures and
  comprehensive financial and labor market reforms, which could increase political or social instability. Many European countries
  continue to suffer from high unemployment rates.
  Risks Related to our Securities
  Limited Operating Experience as a Publicly Traded
  Company.
  The Company's management
  has operated as a private company for approximately 12 years however, neither Énergie nor its management has ever operated
  as a public company. There are additional demands on management as a result of becoming a publicly traded company including but
  not limited to the additional time and expense associated with preparing and filing reports with the Securities and Exchange Commission
  and raising necessary working capital with a market established price for its Common Stock. While management believes that the
  benefits associated with being a publicly traded company outweigh the costs, these additional demands on management's time
  and resources could have a negative impact on the Company and its operations.
  We incur significant costs as a result of being
  a public company and our management is required to devote substantial time and financial resources to meet compliance obligations.
  As a public company reporting to
  the Securities and Exchange Commission, we incur significant legal, accounting, investor relations, board compensation and other
  expenses. We are subject to the reporting requirements of the Securities Exchange Act of 1934, and the Sarbanes-Oxley Act of 2002,
  including section 404 that requires that we annually evaluate and report on our systems of internal controls. In the future, there
  may be material weaknesses in our internal controls that would be required to be reported in future Annual Reports on Form 10-K
  and/or Quarterly Reports on Form 10-Q. A negative reaction by the equity markets to the reporting of a material weakness could
  cause our stock price to decline.
  17
  Limitation of Officer and Director Liability/Indemnification.
  The Company's certificate
  of incorporation contains a provision, which, in substance, eliminates the personal liability of the officers and directors of
  the Company and its shareholders for monetary damages for breaches of their fiduciary duties as officers and directors to the fullest
  extent permitted by Delaware law.
  Our Common Stock trades on the OTCQB.
  Our Common Stock is currently listed
  for trading on the OTCQB, which is generally considered to be a less efficient market than markets such as NASDAQ or other national
  exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. For companies whose
  securities are traded on the OTCQB, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant
  news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such
  companies, and (iii) to obtain needed capital.
  There is a limited public market for our Common
  Stock.
  There is currently a limited public
  market for the Common Stock. Holders of our Common Stock may, therefore, have difficulty selling their Common Stock, should they
  decide to do so. In addition, there can be no assurances that such markets will continue or that any shares of Common Stock will
  be able to be sold without incurring a loss. Any such market price of the Common Stock may not necessarily bear any relationship
  to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not
  be indicative of the market price for the Common Stock in the future. Further, the market price for the Common Stock may be volatile
  depending on a number of factors, including business performance, industry dynamics, news announcements or changes in general economic
  conditions.
  As a "thinly-traded" stock, large
  sales can and have placed negative pressure on our Common Stock price.
  Our Common Stock trades over-the-counter
  on the OTCQB Marketplace under the symbol ELED, which generally lacks the liquidity, research coverage and institutional investors
  following of a national stock exchange. Our Common Stock is generally considered to be "thinly-traded." Additionally,
  we may enter into in the future, financing or acquisition transactions resulting in a large number of newly issued shares that
  become immediately tradable or tradable simultaneously in the future. These factors, coupled with a limited number of market makers,
  impairs the liquidity of our stock, not only the number of shares that can be bought and sold, but also possible delays in the
  timing of transactions, and lower prices for our Common Stock than might otherwise prevail. This could make it difficult or impossible
  for an investor to sell shares of our Common Stock within a desired timeframe or to obtain a desired price. Any efforts in the
  future to list our Common Stock on a national stock exchange will require satisfaction of the initial listing standards for such
  an exchange, and we currently do not, and may not ever, satisfy those listing standards.
  In addition, from time to time,
  certain of our shareholders may be eligible to sell all, or a portion of, their shares of Common Stock by means of ordinary brokerage
  transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, or under effective resale prospectuses.
  Any substantial sale of our Common Stock pursuant to Rule 144 or any resale prospectus may have an adverse effect on the market
  price of our securities.
  The costs to meet the Company's reporting
  requirements as a public company subject to the Exchange Act of 1934 are substantial and may result in the Company having insufficient
  funds to operate.
  The Company will incur ongoing
  expenses associated with professional fees for accounting and legal expenses associated with being a public company. Those fees
  will be higher if the Company's business volume and activity increases. It will also be time-consuming, difficult and costly
  for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act of 2002, or the
  Sarbanes-Oxley Act. Certain members of our management have limited or no experience operating a company whose securities are listed
  on a national securities exchange or with the rules and reporting practices required by the federal securities laws and applicable
  to a publicly traded company. We will need to recruit, hire, train and retain additional financial reporting, internal control
  and other personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable
  to comply with the internal controls requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant
  certifications required by the Sarbanes-Oxley Act. Those obligations will reduce the Company's ability to fund operations
  and may prevent the Company from meeting normal business obligations.
  18
  If we fail to establish and
  maintain an effective system of internal controls, we may not be able to report our financial results accurately. Any inability
  to report and file our financial results accurately and timely could harm our business and adversely affect the trading price of
  our common stock.
  We are required to establish and
  maintain internal controls over financial reporting and disclosure controls and procedures and to comply with other requirements
  of the Sarbanes-Oxley Act and the rules promulgated by the SEC. At present, we have instituted internal controls, but it may take
  time to implement them fully. Our management, including our Chief Executive Officer and Chief Financial Officer, cannot guarantee
  that our internal controls and disclosure controls and procedures will prevent all possible errors. Because of the inherent limitations
  in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if
  any, within the Company have been detected. These inherent limitations include the possibility that judgments in decision-making
  can be faulty and subject to simple error or mistake. Furthermore, controls can be circumvented by individual acts of some persons,
  by collusion of two or more persons, or by management override of the controls. The design of any system of controls is based in
  part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
  in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes
  in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective
  control system, misstatements due to error or fraud may occur and may not be detected.
  The Company's Common Stock may be subject
  to penny stock regulations which may make it difficult for investors to sell their stock.
  The Securities and Exchange Commission
  has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks". Penny stocks
  generally are 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 volume information with respect to transactions in such
  securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny
  stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which
  specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer
  also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and salesperson
  in the transaction, and monthly account statements indicating 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 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the
  trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If the Company's common
  stock becomes subject to the penny stock rules, holders of the Company's shares may have difficulty selling those shares.
  Item 2.      Financial Information.
  Management's Discussion and
  Analysis of Financial Condition and Results of Operations
  Except for the historical information
  contained herein, the matters discussed in this management's discussion and analysis of financial condition and results of
  operations ("MD&A"), may include forward-looking statements that involve certain risks and uncertainties.  Actual
  results may differ from those anticipated by us as a result of various factors, both foreseen and unforeseen, including, but not
  limited to economic, competitive, governmental and technological factors that could affect our ability to achieve our goals.
  This MD&A is provided as a supplement
  to the consolidated financial statements and notes thereto included elsewhere in this Form 8-K (this "Report") in order
  to enhance your understanding of our results of operations and financial condition and should be read in conjunction with, and
  is qualified in its entirety by, the consolidated financial statements and related notes thereto included elsewhere in this Report.  Historical
  results of operations, percentage margin fluctuations and any trends that may be inferred from the discussion below are not necessarily
  indicative of the operating results for any future period.  Our MD&A is organized as follows:
  •
  Company Overview.
  This section provides a more detailed description of our Company, operating segments, products and services offered.
  19
  •
  Critical Accounting Policies and Estimates.
  This section discusses those accounting policies that are considered important to the evaluation and reporting of our financial condition and results of operations, and whose application requires us to exercise subjective or complex judgments in making estimates and assumptions.  In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 2, "Summary of Significant Accounting Policies," of our notes to consolidated financial statements included elsewhere in this Report.
  •
  Overview of Results of Operations.
  These sections provide our analysis and outlook for the significant line items on our consolidated statements of income, as well as other information that we deem meaningful to understand our results of operations.
  •
  Liquidity and Capital Resources.
  This section provides an analysis of our liquidity and cash flows.
  •
  New Accounting Pronouncements.
  This section provides a summary of the most recent authoritative accounting standards and guidance that have either been recently adopted by us or may be adopted in the future.
  Company Overview
  Energie Holdings, Inc. is focused
  on growing and acquiring specialized LED lighting companies for the architecture and interior design markets for both commercial
  and residential interiors. The lighting products will include both conventional fixtures and advanced solid-state technology that
  can integrate with digital controls and day-lighting to create energy efficiencies and a better visual environment. 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 group has over 300 years of combined experience in this industry.
  Critical Accounting Policies
  Our significant accounting policies
  are more fully described in Note 1 to our financial statements. The preparation of financial statements in conformity with accounting
  principles generally accepted in the United States of America requires management to make estimates and assumptions that affect
  the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities.
  Actual results could differ from those estimates under different assumptions or conditions.
  Overview of Results of Operations
  The following selected comparative financial
  information for the three months ended March 31, 2014 and 2013, and the year ended December 31, 2013 and 2012 have been derived
  from and should be read in conjunction with OELC, LLC's financial statements for the three months ended March 31, 2014 and
  2013, and the fiscal years ended December 31, 2013 and 2012 included in this Report.
  Results of Operations for the
  Three-Month Period Ended March 31, 2013 and 2012
  Revenue
  Revenue decreased to $164,609 for the
  three month period ended March 31, 2014 from $779,772 for the three months ended March 31, 2013.  OELC, LLC and its
  subsidiary Energie, LLC had an unusually large order in the first quarter of 2013 and a slower than usual first quarter in 2014
  due to the ongoing shift from traditional lighting to LED lighting.
  Cost of Revenue
  Cost
  of revenue for the three month period ended
  March 31, 2014 decreased
  to $148,850 from $427,422 for the three months ended March 31, 2013. The directional change in cost of revenue corresponds to
  the change in revenue.
  20
  Selling and Administrative Expenses
  Selling,
  general and administrative expenses for the three month period ended March 31, 2014 decreased to $227,048
  from
  $399,664 for the three months ended March 31, 2013.
  Results of Operations for the
  Year Ended December 31, 2013 and 2012
  Revenue
  Revenue decreased 14% to $1,733,373
  for the year ended December 31, 2013 from $2,020,126 for the year ended December 31, 2012.
  Cost of Revenue
  Cost of revenue for the year ended
  December 31, 2013 decreased 18% to $812,946 from $991,670 for the year ended December 31, 2012. The directional change in
  cost of revenue corresponds to the change in revenue.
  Selling and Administrative Expenses
  Selling, general and administrative
  expenses for the year ended December 31, 2013 did not materially change as compared to the prior year period.
  Liquidity and Capital Resources
  Cash and cash equivalents decreased
  to $37,874 for the year ended December 31, 2013 from $59,171 for the year ended December 31, 2012. Net accounts receivable increased
  to $715,874 for the year ended December 31, 2013 from $296,613 for the year ended December 31, 2012.
  During
  the year ended December 31, 2013
  and
  the three month period ended
  March 31, 2014 OELC, LLC and Energie, LLC's primary source of cash was operating activities and loans from affiliated parties.
  Off-Balance Sheet Arrangements
  We had no off-balance sheet arrangements as of December 31,
  2013 and 2012.
  Inflation
  We do not believe that inflation has had a material effect
  on our Company's results of operations.
  Recently Issued Accounting Pronouncements
  There are no recently issued accounting pronouncements that
  are expected to have a material impact on the financial statements or notes thereto.
  21
  Item 3.
  Property
  Headquarters
  - Neither the Company
  nor its subsidiary Énergie, LLC own the property from which they operate their business. The Company's headquarters
  are located at 4885 Ward Road, Suite 300, Wheat Ridge, Colorado 80033 and are used by the Company for administration and accounting
  support. The Company's headquarters is approximately 6,000 square feet and is under a seven year lease at approximately $4,415
  base rent with approximately $2,330 in monthly shared expenses. This facility houses sales, marketing, customer service, product
  development and accounting activities for the Énergie,, LLC. The facility is also used to train agents and provide educational
  seminars for architects, designers and specifiers within a classroom environment and fixture showroom.
  Manufacturing
  - Énergie
  LLC's production, assembly and fulfillment is handled from a 23,000 square foot facility located at 200 E. Garfield Avenue
  in Zeeland, Michigan. This facility is leased from Symbiote Inc. which became a shareholder of the Company following the Closing
  under the Exchange Agreement. This facility holds inventory and assembles finished goods to fulfill customer orders. Production
  engineering, production management and production services are all accomplished from this facility. This facility is approximately
  23,000 square feet and is under a lease with approximately 4 years remaining at approximately $6,000 base rent with approximately
  $2,000 in monthly shared expenses
  Item 4.
  Security Ownership of Certain Beneficial Owners and Management.
  Immediately after
  the Closing, 51,400,000 shares of Common Stock are expected to be issued and outstanding after taking into effect the shares of
  Common Stock to be issued into and released from escrow. Unless otherwise indicated in the table, the persons and entities named
  in the table have sole voting and investment power with respect to the shares set forth opposite the stockholder's name,
  subject to community property laws, where applicable.  Beneficial ownership is determined in accordance with the rules
  of the SEC.
  Beneficial Owner
  No. of Securities
  Percentage Ownership
  Directors and Officers
  (6)(7)
  Harold Hansen (1)
  11.696,631
  22.93
  %
  Richard Cole Dennard (2)
  -
  *
  Lee Barratt (3)
  -
  *
  Veda Ferlazzo Clark (4)
  -
  *
  5% Beneficial Owners
  Symbiote Inc.(5)
  6,930,940
  13.59
  %
  Total Officers and Directors
  18,627,571
  36.52
  %
  Total Outstanding
  51,400,000
  *Represents less than 1%
  (1) Harold (Hal) Hansen is the President,
  Chief Executive Officer and Director of the Company
  (2) Richard Cole Dennard is the Treasurer
  and Chief Financial Officer of the Company
  (3) Lee Barratt is the Corporate Secretary
  of the Company
  (4) Veda Ferlazzo Clark is the Chief
  Development Officer of the Company
  22
  (5) Symbiote Inc. is a share holder,
  landlord in Zeeland , Michigan and provider of human resource services
  (6) Justin Kerns is the Chief Operating
  Officer of our Énergie,, LLC subsidiary but is not an officer or director of the Company. Hhe holds 2,459,337 shares of
  the Company's Common Stock or 4.82% of the issued and outstanding shares of the Company's Common Stock. Similarly Joseph
  Durzo is an Executive Vice President of our Énergie,, LLC subsidiary but is not an officer or director of the Company, he
  holds 2,071,980 shares of the Company's Common Stock or 4.06% of the issued and outstanding shares of the Company's
  Common Stock. As stated, the table above excludes the holdings of these individuals because they are not officers or directors
  of the Company, if their shares were to be included, the total number of shares held would be 19,815,08045.04% of the issued and
  outstanding shares of Common Stock.
  (7) This table excludes the shares issuable
  upon the exercise of any stock options that the Company may grant if it adopts an employee stock option plan. Currently the Company
  has not adopted such a plan but it intends to do so and in its employment agreements it has committed to grant options to purchase
  shares of its Common Stock once such a plan is adopted..
  Changes in Control
  Reference is made to Item 2.01 and Item
  5.01 for a description of the change in control of the Company as a result of the transactions disclosed herein.
  Item 5.
  Directors and Executive Officers
  The following table sets forth certain information regarding
  the Company's directors and executive officers following the Share Exchange.
  Name
  Age
  Position
  Harold  Hansen
  66
  President, Chief Executive Officer and Director
  Richard Cole Dennard
  35
  Treasurer and Chief Financial Officer
  Lee Barratt
  65
  Corporate Secretary
  Veda Ferlazzo Clark
  60
  Chief Development Officer
  Harold (Hal) Hansen: President, Chief
  Executive Officer and Director
  :
  (66)
  Mr. Hansen is also the founder, CEO and Managing Member of Énergie,, LLC.
  He has held senior executive-level positions in general management, marketing, product development, sales management, and in product,
  market, and corporate development for major U. S. companies. Mr. Hansen has had additional 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.
  Richard Cole Dennard: Treasurer and
  Chief Financial Officer: (35)
  Mr. Dennard acts as our Chief Financial Officer and has been working 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 5 years, Mr. Dennard has been a partner for
  a regional consulting firm, NOW CFO.
  23
  Lee Barratt: Corporate Secretary
  (65)
  Mr. Barratt has a varied background in public finance and business operations. His fifteen-year career in this area has
  been with several state and school organizations of varying size and capital assets. In these organizations he acted as the Chief
  Financial Officer or as the Director of Business and Finance providing the organization and oversight to make them a success. One
  of these companies was Énergie, LLC, where he learned the basic business requirements and the product development process
  in the lighting industry. This background will be useful in his new role with Energie Holdings in providing oversight and the establishment
  of administrative operations. Mr. Barratt additionally brings a great deal of large organization experience from his career in
  the US Navy. During his 26-year career in the Navy he served on multiple ship and shore establishment both as an enlisted man and
  an officer. His background in the construction, maintenance, and repair of all manner of ships included the planning, preparations
  and completion of all work. This included the forecasting of all manpower and materials needs as well as other financial requirement.
  Mr. Barratt holds Bachelor and Masters degrees in Economics from the University of Colorado at Denver.
  Veda Ferlazzo Clark: Chief Development
  Officer (60)
  Ms. Clark is an experienced leader combining general management, operating experience, board governance, and consulting
  background within a broad range of industries including technology products, software, LED lighting, and manufacturing. She has
  a consistent record of aligning strategy and operations to meet revenue and profit targets, customer needs, and market opportunities.
  Ms. Clark is adept at driving new technology and innovation, developing a culture of accountability and continuous improvement,
  and leading sustainability and energy efficiency mandates, both in terms of products and operations. She is a collaborative, analytical
  leader known for setting clear strategic direction, actionable operating plans, and key performance indicators that drive productivity
  and employee engagement at all levels. Her successful experience as President and Chief Executive Officer, Board Director and ESOP
  Trustee of LITECONTROL CORP., as well as CEO of other technology companies will be critical to our success in acquisitions and
  growth of our target companies. Ms. Clark is a Six Sigma Black Belt. She was selected to join the executive program of the NEW
  ENGLAND CLEAN ENERGY COUNCIL'S Leading Clean Energy Ventures. She holds a Master of Business Administration from Boston University.
  Energie Holdings Inc. - Business Advisory Group:
  The Business Advisory Group is made up of selected professionals
  who will provide strategic and operational guidance to the Energie Holdings Inc. 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.
  Philip Mercorella (70)
  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 a 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.
  Andrew Hurry (46)
  Mr. Hurry is
  a senior banker with over 20 years of strategic advisory and transactional experience. His strengths include applying a unique
  combination of a pragmatic scientific, engineering and 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.
  24
  Mitchell Kohn (60)
  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, 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 manufacturers applying his expertise to product development and
  marketing. He has been published extensively on both technical subjects as well as design projects which 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.
  Énergie, LLC - Executive Team
  In addition to the management of Energie Holdings, Inc.,
  each of our subsidiaries will function as an autonomous unit with its own management team and employees. The members of the Company's
  management will also be members of our subsidiaries' management. As we pursue our business strategy of growth through strategic
  acquisitions, not all employees who are employed by the Company or a particular subsidiary will provide services to the other operating
  units. Below are listed the members of the Énergie,, LLC executive management team:
  Harold (Hal) Hansen (66):
  Co-Founder,
  Chief Executive Officer.
  Mr. Hansen is the founder, CEO and Managing Member of Énergie,, LLC. He is also the
  founder, CEO and Managing Member of Énergie,, LLC. Mr. Hansen has held senior executive-level positions in general management,
  marketing, product development, sales management, and in product, market, and corporate development for major U. S. companies.
  He has had additional experience in international business projects in Canada, Mexico, Western Europe, and in the People's Republic
  of China. Mr. Hansen 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, Mr. Hansen designed and implemented programs
  that established and advanced new or expanded entries for international lighting into the US market.
  Justin Kerns (39)
  :
  Co-Founder
  and Chief Operating Officer
  .
  Mr. Kerns co-founded Énergie,, LLC in 2001 and has recently returned to the company.
  From 2001-2011 he spearheaded product development and operational activities of the business helping to transition it from a startup
  into a mature and successful enterprise. As part of that process, he drove technical design and compliance both internally and
  with Énergie,'s international partners and domestic sales partners. With his return as COO he will lead all engineering,
  product development, operations and manufacturing activities. Prior to founding Énergie, he attended University of Colorado
  Boulder and obtained a BS in Architectural Engineering with emphasis in Illumination. He then worked in the lighting industry as
  a lighting designer with ABS Consultants, Marketing Program Manager for Peerless Lighting and then consulted with numerous lighting
  manufacturers on product strategy with Business Development International. For the past few years he was Director of Engineering
  at a computer data center power startup, Zonit Structured Solutions.
  25
  Joe Durzo Ph.D. (68):
  Executive
  Vice President
  : Mr. Durzo is responsible for marketing at Énergie,. He has been one of the owners of
  Énergie since it was founded in 2002. As a principle at Durzo Development Group LLC, he worked with clients on
  customer experience, marketing, sales, and sales support. For nine years prior to joining Énergie, Joe was Senior Vice
  President and Chief Learning Officer at Archstone-Smith, one of the nation's leading owners and operators of
  apartments. In that role, Joe and his organization partnered with the operations leadership team to create, implement and
  enhance the brand and customer service culture. He and his team developed customer experience measurement systems, improved
  customer-centered operating processes and implemented company-wide initiatives ranging from new software systems to customer
  service programs. Joe also pioneered the development of the leadership development programs and was instrumental in the
  development of both leasing and service team learning programs. Joe has more than 25 years of experience helping
  organizations develop programs and implement strategic initiatives focused on customer-centered change in multi-family,
  health insurance, manufacturing, and financial services organizations. Joe received his Ph.D. from Syracuse University with a
  special focus on change management. There 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 person. The 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 the Company's 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 the
  Company's shareholders; in each case directors serve until their earlier resignation or their successors are duly
  elected and qualified.
  Involvement in Certain Legal Proceedings
  There have been no events under any
  bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability
  and integrity of any director or executive officer of the Company during the past ten years.
  To the best of our knowledge, none of
  our directors, officers or affiliates, and no owner of record or beneficial owner of more than five percent (5%) of our securities,
  or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to
  us in reference to pending litigation.  To the best of our knowledge, none of our directors or executive officers has
  been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial
  or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person
  from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation
  of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth
  in our discussion below in "Transactions with Related Persons," none of our directors, director nominees or executive
  officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which
  are required to be disclosed pursuant to the rules and regulations of the SEC.
  Transactions with Related Persons
  The following includes a summary of
  transactions since the beginning of our 2011 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.
  Notes Payable to Related Parties
  Each of the following individuals
  have advanced funds to Energie, LLC: Joseph Durzo, Michael Zdeb, Dave Hawkins, Jim Thomas and Lee Lefton. In addition, Larsen Trust
  owned by Julie Larsen, wife of Harold Hansen, is also a note holder. Energie, LLC believes that the terms of these notes are commensurate
  with or more favorable than the terms that would be available from third parties in arms length transactions.
  26
  Although Énergie,,
  LLC is past due on its required payments under the forgoing loans, the lenders have not made demand for repayment of the principal
  and interest due. We intend to enter into extension/forbearance agreements with each of the lenders; however, 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 Énergie,, or the Company.
  Notes Payable to European
  Distribution Partner:
  Énergie, LLC is the borrower
  under a promissory note due to one of its European distribution partners. Under the terms of the note approximately $647,885 was
  advanced to Énergie in 2007. The note bears interest at 5% per annum payable annually. Although the Company is past due
  on required payments, the loan holder has not made any demand for repayment of the principal and interest due.
  June 6, 2014 Change in Control
  On June 6, 2014, in connection with
  the terms and conditions of the Share Exchange Agreement and the Closing thereunder, an aggregate of 33,000,000 shares were released
  from escrow and distributed to the members of Énergie, LLC in exchange for the membership interest they held in Énergie,
  LLC (the "Share Exchange"). The existing shareholders did not receive any consideration under the Share Exchange Agreement. The
  issuance of shares and release from escrow will be accounted for as a contribution to capital. The number of shares to be
  issued was determined based on negotiations with the existing shareholders of the Company, OELC, LLC and their respective members
  of management. The Company and its shareholders negotiated an estimated value of OELC, LLC and its subsidiary, an estimated
  value of the Company, and the mutually desired capitalization of the Company resulting from the execution and performance under
  the Share Exchange Agreement. With respect to the determination of the amount of shares to be issued, the values of the Company,
  OELC, LLC and their subsidiaries were derived from a variety of factors including but not limited to: (i) the relationships and
  resources that each brought to bear, (ii) their operating histories and revenues, (iii) their respective abilities to raise capital
  needed to pursue their consolidation strategy, and (iv) the Company's utility as a public company platform. Under these
  circumstances and based on these factors, the parties agreed upon the number of shares to be issued.
  After the Closing of the Share Exchange,
  the existing stockholders of the Company prior to the Share Exchange own shares of Common Stock equal to approximately 35.29% of
  the issued and outstanding Common Stock. Except as set forth in our discussion above, none of our directors, director nominees
  or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or
  associates which are required to be disclosed pursuant to the rules and regulations of the SEC. The Share Exchange Agreement was
  filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC")
  on December 31, 2013 and is incorporated herein by reference.
  27
  Item 6.
  Executive Compensation.
  Summary Compensation Table —
  Fiscal Year Ended December 31, 2012 and December 31, 2013
  The following table
  sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our executive officers and
  directors, in addition to any of our three most highly compensated officers with annual compensation exceeding $100,000.  None
  of the Company's officers and directors received any compensation during the fiscal years ended December 31, 2013 and December
  31, 2012. We do not currently have an established policy to provide compensation to members of our Board of Directors for their
  services in that capacity, although we may choose to adopt a policy in the future.
  Salary
  Bonus
  Option Awards
  All Other Compensation
  Total
  Name and Principal Position
  Year
  ($)
  ($)
  ($)
  ($)
  ($)
  Frank Drechsler
  Former President, CEO, Treasurer, CFO, Secretary
          and Director
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Arnold Leonora
  Former President and CEO
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Warrick Morgan
  Former Chief Financial Officer
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Arancha Gonzales
  Former Treasurer
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Harold (Hal) Hansen
  Current President, Chief Executive Officer and
          Director
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Richard Cole Dennard
  Current Treasurer and Chief Financial Officer
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Lee Barratt
  Current Secretary
  2013
  2012
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  All Officers and Directors as a Group
  2012
  2013
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  Employment Agreements
  Prior to the Closing of the Share Exchange,
  in anticipation of Closing, we entered into employment agreements with Harold Hansen our President and Chief Executive Officer
  and Lee Barratt our Secretary.
  Mr. Hansen's employment agreement
  is for a term of three years and 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 the Company 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.
  28
  Mr. Barratt's employment agreement
  is at will and provides for an annual salary of $90,000.00 per year with increases and bonuses upon favorable annual review. Mr.
  Barrat is subject to 18 month non-compete / non-solicitation provisions following termination of his employment with the Company.
  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. We plan to enter into employment agreements (collectively, the "Employment Agreements")
  with the following executive officers (the "Executives") of the Company: (1) Joe Durzo; (2) Justin Kerns; (3) Veda
  Ferlazzo Clark .  The terms of the Employment Agreements will be decided by our President and Chief Executive Officer.
  Equity Compensation Plans
  We expect our Board to approve an equity
  incentive plan (the "Incentive Plan") and for the board of directors to seek stockholder approval of the Incentive
  Plan.  Stockholder approval of the Incentive Plan will enable the Company to satisfy stock exchange listing requirements,
  and to make 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 the other six highest paid executive officers of the Company required to be reported under the proxy disclosure rules.
  The amount and nature of the proposed awards under the Incentive Plan have not yet been determined.  We believe that
  the Incentive Plan will be an important factor in attracting, retaining and motivating employees, consultants, agents, and directors
  of the Company and its affiliates. We believe that the Company needs 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.
  Grants of Plan-Based Awards in the
  Fiscal Years Ended December 31, 2013 and 2012
  There were no option grants issued in
  the fiscal years ended December 31, 2013 and 2012.
  Outstanding Equity Awards at December
  31, 2013 and 2012
  There were no option exercises or options
  outstanding at December 31, 2013 and 2012 fiscal year end.
  Option Exercises  and Stock
  Vested in the Fiscal Years Ended December 31, 2013 and 2012
  There were no option exercises or stock
  vested the fiscal years ended December 31, 2013 and 2012.
  Pension Benefits at December 31,
  2013 and 2012.
  There were no pension benefit plans
  in effect at December 31, 2013 and 2012.
  Nonqualified defined contribution
  and other nonqualified deferred compensation plans
  There were no nonqualified defined contribution
  or other nonqualified deferred compensation plans in effect at December 31, 2013 and 2012.
  29
  Item 7.
  Certain Relationships and Related Transactions, and Director Independence.
  CORPORATE GOVERNANCE
  Director Independence
  The Company is not a listed 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 not considered to be independent if he
  or she also is an executive officer or employee of the corporation. Under such definition, Harold Hansen would not be considered
  independent upon his appointment as a director of the Company.
  Board Meetings and Stockholder Communications.
  Our board of directors conducted all
  of its business and approved all corporate action during the fiscal year ended December 31, 2013 by the unanimous written consent
  of its sole member, in the absence of formal board meetings.  Holders of the Company's securities can send communications
  to the board via mail or telephone to the Secretary at the Company's principal executive offices.  The Company's
  sole director was replaced by Harold Hansen as its sole director. The Company has not yet established a policy with respect to
  board members' attendance at the annual meetings.  A stockholder who wishes to communicate with our board of directors
  may do so by directing a written request addressed to our Chief Executive Officer at the address appearing on the first page of
  this current report filed on Form 8-K.
  Board Committees
  We presently do not have an audit committee,
  compensation committee or nominating committee or committees performing similar functions, as our management believe that until
  this point it has been premature at the early stage of our management and business development to form an audit, compensation or
  nominating committee. 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 and experience in the context of the needs of our Company and our board.
  We do 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.
  Board Leadership Structure and Role
  in Risk Oversight
  Our Board of Directors recognizes that
  the leadership structure and combination or President and Chairman roles is driven by the needs of the Company at any point in
  time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not
  mandate a particular structure. This has allowed our Board of Directors the flexibility to establish the most appropriate structure
  for the Company at any given time.
  30
  Our Board of Directors is responsible
  for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the
  Company and responsibility for managing risk rests with executive management while the Board of Directors participates in the oversight
  of the process. The oversight responsibility of our Board of Directors is enabled by management reporting processes that are designed
  to provide visibility to the Board of Directors about the identification, assessment, and management of critical risks. These areas
  of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks.
  Stockholder and Interested Party
  Communications
  Our Board of Directors does not currently
  provide a process for stockholders or other interested parties to send communications to our Board of Directors because our management
  believes that until this point it has been premature to develop such processes given the limited liquidity of our Common Stock.
  However, our new management is in the process of establishing a process for stockholder and interested party communications in
  the future.
  Code of Conduct
  and Ethics
  Although we have not adopted one at
  this point, we intend to adopt a code of ethics that will apply to our executive officers, directors and employees, its subsidiaries
  and its controlled affiliates. We intend to post our code of ethics on our Web site at
  www.energieholdings.com
  and to disclose
  any amendments to or any waivers from a provision of its code of ethics in a current report on Form 8-K.
  Item 8.
  Legal Proceedings.
  During the normal course of business,
  we may subject to litigation, none of which we believe will have a material adverse effect on our business.
  Item 9.
  Market
  Price of and Dividends on our Common Equity and Related Stockholder Matters.
  The Company's common stock is
  listed on the Over the Counter Bulletin Board (OTC.BB) under the symbol "ELED." The following table sets forth, for the
  fiscal quarters indicated, the high and low closing bid prices per share of the Company's common stock, as derived from quotations
  provided by OTC Markets, LLC. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and
  may not represent actual transactions.
  Fiscal 2013 — Year Ended
  March 31
  June 30
  September 30
  December 31
  Market Price:
  High
  $ 0.25
  $ 0.25
  $ 0.17
  $ 0.05
  Low
  $ 0.25
  $ 0.25
  $ 0.17
  $ 0.01
  Holders of Our Common Stock
  As of December 31, 2013, we had 214 shareholders of our common
  stock.
  Stock Option Grants
  To date, we have not granted any stock options.
  Registration Rights
  We have not granted registration rights to the selling shareholders
  or to any other persons.
  31
  Dividends
  We have never declared or paid any cash
  dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not
  anticipate paying any cash dividends in the foreseeable future.
  There are no restrictions in our certificate
  of incorporation or bylaws that prevent us from declaring dividends. The Delaware General Corporation Law, however, prohibits us
  from declaring dividends where, after giving effect to the distribution of the dividend: (1) we would not be able to pay our debts
  as they become due in the usual course of business; and (2) or our total assets would be less than the sum of our total liabilities
  plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving
  the distribution.
  Item 10.
  Recent Sales of Unregistered Securities.
  Reference is made to the disclosure
  set forth below under "Item 3.02" of this current report, which disclosure is incorporated herein by reference.
  Item 11. Description of Registrant's Securities
  General
  Our authorized capital stock consists
  of 60,000,000 shares of Common Stock, par value $0.01 per share ("Common Stock") and 1,000,000 shares of preferred
  stock, par value $0.01 per share ("Preferred Stock").
  Common Stock
  We issued an additional 6,000,000  shares
  of common stock in connection with the consummation of the Share Exchange. Prior to the issuance of 6,000,000 shares into escrow,
  25,939,542 shares had previously been issued into escrow and were continuing to be held pending closing of the acquisition of OELC,
  LLC with an additional 1,060,458 being provided by one of our existing shareholders to equal a total of 33,000,000 shares provided
  to the members of OELC, LLC .
  Holders of Common Stock have exclusive
  voting rights for the election of our directors and all other matters requiring stockholder action, except with respect to amendments
  to our amended and restated certificate of incorporation that alter or change the powers, preferences, rights or other terms of
  any outstanding Preferred Stock if the holders of such affected series of Preferred Stock are entitled to vote on such an amendment.
  Holders of Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Our stockholders may act
  by written consent.
  Our stockholders have no conversion,
  preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Common Stock.
  Our stockholders are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors
  in its discretion out of funds legally available therefor.
  There is no cumulative voting with respect
  to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
  can elect all of the directors.
  Preferred Stock
  Our certificate of incorporation authorizes
  the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined
  from time to time by our board of directors. No shares of Preferred Stock are being issued or registered in connection with the
  Share Exchange.
  32
  Accordingly, our board of directors
  is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue from time to time up to an
  aggregate of 1,000,000 shares of Preferred Stock, in one or more series, each such series to have such voting powers, full or limited,
  or no voting powers, and such designations, preferences, privileges and relative, participating, optional or other special rights
  and qualifications, limitations or restrictions as shall be determined by  our board of directors.  The rights
  for the holders of Common Stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock
  that may be issued in the future. Issuance of Preferred Stock, while providing desirable flexibility in connection with possible
  acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of
  discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.
  Section 203
  of the Delaware Corporation Law
  The Company is subject to the provisions
  of Section 203 of the DGCL.  The provisions of Section 203 of the DGCL could make a takeover of the Company
  difficult.  This section prevents certain Delaware corporations, under certain circumstances, from engaging in a "business
  combination" with:
  []
  a stockholder who owns 15% or more of
  the Company's outstanding voting stock (otherwise known as an interested stockholder)
  []
  an affiliate of an interested stockholder;
  or
  []
  an associate of an interested stockholder,
  for six years following the date that the stockholder became an interested stockholder
  This provision could prohibit or delay
  mergers or other change in control attempts, and thus may discourage attempts to acquire the Company.
  Effect of Certain Provisions of the
  Company's Certificate of Incorporation and Bylaws
  Certain provisions of our certificate
  of incorporation and bylaws may have the effect of making it more difficult for a third party to acquire, or of discouraging a
  third party from attempting to acquire, control of the Company.  Such provisions could limit the price that certain investors
  might be willing to pay in the future for shares of our common stock.  Our certificate of incorporation establishes
  a three-class staggered board of directors, with only one class being elected each year.  The authorization of undesignated
  preferred stock makes it possible for the Board of Directors to issue preferred stock with voting or other rights or preferences
  that could impede the success of any attempt to change control. These and other provisions may have the effect of deferring hostile
  takeovers or delaying changes in control or management. The amendment of any of these provisions would require approval by holders
  of at least a majority of our outstanding common stock.
  Limitation of
  Liability
  Our certificate of incorporation and
  by-laws limit the liability of its directors and officers for any liability arising from an action to which such persons were party
  by reason of the fact that they were serving the Company or another enterprise at its request to the fullest extent permitted by
  Section 145 of the DGCL.
  The Eighth Article of our certificate
  of incorporation provides:
  A
  director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation
  or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
  of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived
  an improper personal benefit.
  33
  If
  the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability
  of a director, then the liability of a director of the Corporation stall be eliminated or limited to the fullest extent permitted
  by the Delaware General Corporation Law, as so amended.
  Any
  repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the Corporation shall not adversely
  affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
  Our bylaws further provide that:
  [T]he Corporation shall
  indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or
  completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal
  (a "Proceeding"), by reason of the fact that he is or was a Director or Officer of the Corporation, or, while a Director
  or Officer, is or was serving at the request of the Corporation as an officer, director, partner, joint venturer, trustee, employee,
  or agent of another foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
  against the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (including attorney's fees) actually
  and reasonably incurred by him in connection with such Proceeding, if he had no reasonable cause to believe his conduct was unlawful.
  Pursuant to our amended and restated
  bylaws, our directors and officers shall, to the fullest extent not prohibited by law, also have the right to receive from us an
  advancement of expenses incurred in defending any proceeding in advance of its final disposition. To the extent required under
  the DGCL, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer shall be
  made only upon delivery to the Company of an undertaking, by or on behalf of such director or officer, to repay all amounts so
  advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such
  director or officer is not entitled to be indemnified for such expenses.
  Transfer Agent and Warrant Agent
  Our independent stock
  transfer agent is Pacific Stock Transfer, located in 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119. Their phone number
  is (702) 361-3033
  Item 12.
  Indemnification of Directors and Officers
  Our certificate of incorporation
  and bylaws provide that no officer or director of the Company will be personally liable to the Company or our stockholders for
  monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty
  of loyalty to the company or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct
  or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit.
  In, addition, the employment agreements
  for each executive officer contains an indemnification provision wherein the Company promises to defend, indemnify, and hold the
  employee harmless to the fullest extent permitted by law against any and all liabilities incurred by the employee in connection
  with our executive officer's good faith performance of such individual's employment. Further, we have executed separate
  indemnification agreements with each of our officers, our advisory board members and certain employees wherein we promises to defend,
  indemnify, advance the expenses of defense and hold the individual harmless to the fullest extent permitted by law against any
  and all liabilities incurred by the individual in connection with the good faith performance of services for the Company by such
  individual.
  34
  We have been advised that it is the
  position of the SEC that insofar as the foregoing provisions may be invoked to disclaim liability for damages arising under the
  Securities Act of 1933, as amended, that such provisions are against public policy as expressed in the Securities Act and are therefore
  unenforceable.
  Item 13.
  Financial Statements and Supplementary Data
  Information concerning our financial
  information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
  Item 14.
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
  (a) On May 15, 2014, the Company
  notified Jonathon P. Reuben, CPA An Accountancy Corporation ("Reuben") that it was dismissed as the Company's
  independent registered public accounting firm. The decision to dismiss Reuben as the Company's independent registered public
  accounting firm was approved and ratified by the Company's Board of Directors effective as of May 15, 2014.  The
  reports of Reuben on the Company's financial statements at December 31 2013 and for the six months then ended and for
  the period from inception (February 13, 2009) through December 31, 2013 did not contain an adverse opinion or disclaimer of opinion,
  and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
  On May 13, 2014, the Company engaged
  BF Borgers CPA PC ("BFB") as its independent registered public accounting firm for the Company's fiscal year
  ended December 31, 2014. The decision to engage BFB as the Company's independent registered public accounting firm was approved
  by the Company's Board of Directors. The change in certifying accountants was previously disclosed on Form 8-K filed with
  the Commission on May 19, 2014 which is incorporated by reference.
  Item 3.02.
  Unregistered Sales of Equity Securities
  On the Closing Date, as a result of
  the Share Exchange Agreement, we acquired 100% of the issued and outstanding equity interests of OELC, LLC in exchange for 33,000,000
  shares of our Common Stock.
  The Common Stock issued to the OELC,
  LLC members and/or their designees was issued in reliance upon exemptions from registration pursuant to (i) Section 4(2) under
  the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder, and/or (ii) Regulation
  S of the Securities Act.  The issuance was not a public offering based upon the following factors: (i) the issuance of
  the securities was an isolated private transaction; (ii) a limited number of securities were issued to a limited number of offerees;
  (iii) there was no public solicitation; (iv) the investment intent of the offerees; and (v) the restriction on transferability
  of the securities issued.
  There have been no other sales of unregistered
  securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except
  for the following:
  In October, 2012 IACE Investments Two,
  Inc. and the Company agreed to cancel all but 450,000 shares of common stock out of 75,000,000 shares held by IACE; and on June
  21, 2013, this agreement was memorialized and executed and 74,550,000 shares were returned to the Company's transfer agent
  for cancelation. The Company issued 300,000 and 400,000 shares of restricted common stock in connection with a legal services agreement
  on June 26, 2013 and January 7, 2014 respectively, in transactions that were exempt from registration requirements of the securities
  Act of 1933, as amended (the "Securities Act") . The Company issued an additional 26,239,542 shares into escrow with
  Davisson & Associates, PA for distribution for delivery upon closing of the previous share exchange involving with Corporacion
  Ygnus, SA, which was terminated. Under agreement with the Company, the shares were retained in escrow along with an additional
  6,000,000 shares that were issued into escrow for Closing of the Share Exchange with OELC,LLC and its members. Those shares were
  retained in escrow and held for distribution to OELC, LLC members upon closing of the Share Exchange Agreement, the issuance of
  these shares is exempt from registration under Section 4(2) of the Securities Act. In addition, to facilitate the acquisition of
  OELC, LLC, 1,060,458 shares were contributed by one of our existing shareholders to equal a total of 33,000,000
  35
  Item 5.01.
  Changes in Control of Registrant.
  On the Closing Date, we consummated
  the transactions contemplated by the Share Exchange Agreement, pursuant to which we issued shares of Common Stock to the OELC,
  LLC members representing 64.71% of our issued and outstanding shares of Common Stock on a fully diluted basis.  The Common
  Stock issued to the OELC, LLC members and/or their designees was issued in reliance upon exemptions from registration pursuant
  to (i) Section 4(2) under the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 promulgated thereunder,
  and/or (ii) Regulation S of the Securities Act.  We intend to comply with the conditions of Category 3 of 903(b) of Regulation
  S and an appropriate legend will be affixed to the stock certificate issued in accordance with Regulation S.  The legend
  shall state that the shares represented by the stock certificate shall only be sold pursuant to a registration under the Securities
  Act or pursuant to an available exemption from registration and the holders of the stock certificate shall not to engage in hedging
  transactions with regard to the securities unless in compliance with the Securities Act.  We will refuse to register
  any transfer of the shares not made in accordance with Regulation S.
  Other than the transactions and agreements
  disclosed in this Current Report on Form 8-K, we know of no arrangements which may result in a change in control. No officer, director,
  promoter, or affiliate has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired
  by the Company through security holdings, contracts, options, or otherwise.
  Item 5.02.
  Departure of Directors
  or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
  In connection with the Share Exchange
  Agreement, our board of directors, which prior to the Share Exchange consisted of a sole member, Frank Drechsler, will remain at
  the same number.  Concurrently with and effective upon the Closing Date, the board appointed Harold Hansen as President
  and Chief Executive Officer and as a director (filling a vacancy that existed on the board of directors), Richard Cole Dennard
  as Treasurer and Chief Financial Officer and Lee Barratt as Secretary. On the Closing Date Frank Drechsler resigned from all officer
  positions held with the Company and after appointing the forgoing officers and Harold Hansen as a director, resigned as a director.
  The following table sets forth certain
  information regarding the Company's directors and executive officers following the Share Exchange.
  Name
  Position
  Harold (Hal) Hansen
  President Chief executive Officer and Director
  Richard Cole Dennard
  Treasurer and Chief Financial Officer
  Lee Barratt
  Secretary
  Reference is made to Item 2.01 above for certain information
  regarding the executive officers and directors.
  Item 5.06.
  Change in Shell Company Status.
  On January 27, 2014, pursuant to the Delaware Holding Company Formation Statute, DGCL Section 251(g), the Company entered into an Agreement and Plan of Merger into a holding company structure (the "Agreement") with Energie Holdings, Inc. ("Energie") and Alas Acquisition Company ("AAC"), both wholly-owned subsidiaries of the Company. The Agreement provided for the merger of Alas Aviation Corp. with and into Energie, with Energie being the surviving corporation in that merger. Contemporaneously with the merger of Alas Aviation Corp. with and into Energie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Energie on a one share for one share basis pursuant to the merger agreement.
  36
  As a result of this reorganization into a holding company structure, Energie became the publicly quoted parent holding company with Alas Acquisition Corp. becoming a wholly-owned subsidiary of Energie Holdings Inc.. Upon consummation of the Agreement, Energie's Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Energie is the successor issuer to Alas Aviation Corp..
  The description of the Agreement and Plan of Merger set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01. As the result of the completion of the transactions effectuated pursuant to the merger agreement, we are not a shell company. The information set forth above in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
  Item 9.01 Financial Statements and Exhibits
  (a)  Financial Statements of
  Business Acquired.
  The Audited Consolidated Financial Statements
  of OELC, LLC as of and for the years ended December 31, 2013 and 2012 and unaudited financial statements of OELC, LLC as of
  and for the three months ended March 31, 2014 and 2013 are filed as Exhibit 99.1 to this current report and are incorporated
  herein by reference.
  (b)  Pro Forma Financial Information.
  The unaudited pro forma condensed consolidated
  financial information as of and for the three months ended March 31, 2014 concerning the acquisition of the business operation
  the Company, OELC, LLC and its subsidiaries as filed as Exhibit 99.3 to this current report and are incorporated herein by reference.
  (d)  Exhibits.
  The exhibits listed in the following
  Exhibit Index are filed as part of this current report.
  Exhibit No.
  Description
  2.1
  Share Exchange Agreement**
  2.2
  Agreement and Plan of Merger***
  3.1
  Certificate of Incorporation of Energie Holdings, Inc.
  *
  3.2
  Bylaws of Energie Holdings, Inc.
  *
  99.1
  Audited Financial Statements of Energie LLC (OELC, LLC) for the Fiscal Year Ended December 31, 2013 and 2012*
  99.2
  Un-Audited Financial Statements of Energie LLC (OELC, LLC) for the Three Months Ended March 31, 2014 and 2013*
  99.3
  Pro
      Forma Condensed and Consolidated Financial Statements*
  *Attached as an exhibit hereto
  ** Files as an exhibit
  to the Company's Current Report on Form 8-K, as filed with the SEC on December 31, 2013 and incorporated by reference.
  *** Files as an exhibit
  to the Company's Current Report on Form 8-K/8, as filed with the SEC on January 29, 2014 and incorporated by reference
  37
  SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act
  of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  Date: June 10, 2014
  ENERGIE HOLDINGS, INC.
  By:
  /s/ Harold Hansen
  Harold Hansen
  President
  (Principal Executive Officer)
  38