ExeLED Holdings Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - ExeLED Holdings Inc.	ex32.htm
EX-31.1 - EXHIBIT 31.1 - ExeLED Holdings Inc.	ex31.htm
EX-31.2 - EXHIBIT 31.2 - ExeLED Holdings Inc.	ex312.htm
EX-32.2 - EXHIBIT 32.2 - ExeLED Holdings Inc.	ex322.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

For the quarterly period ended

March 31, 2014

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

For the transition period from

Commission file number 000-28562

ENERGIE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	94-2857548
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

4885 Ward Road, Suite 300, Wheat Ridge, Colorado	80033
(Address of principal executive offices)	(Zip Code)

(720) 963-8055

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes o No þ

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


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

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o No þ

As of May 20, 2014, the Issuer had 45,400,000 shares of common stock issued of which 19,460,458 were outstanding.

- 1 -

PART I

Item 1. Financial Statements

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	Mar. 31, 2014			Mar 31, 2014
ASSETS

TOTAL ASSETS	$	-		$	-

LIABILITIES

Accounts payable		248,184			62,376
TOTAL LIABILITIES		248,148			62,376

SHAREHOLDERS DEFICIT		-			-

Preferred stock, par value $0.01, authorized: 1 million shares, none issued or outstanding		-			-
Common stock: $0.01 par value; 100,000,000 shares authorized; 19,460,458 shares issued and outstanding at March 31, 2014 and 93,310,458 issued and outstanding at June 30, 2013		194,604			783,123
Additional paid-in capital		91,061,859			90.305,664
Accumulated other comprehensive loss		(63,201	)		(63,201	)
Accumulated deficit from prior operations		(91,024,442	)		(91,024,442	)
Deficit accumulated during the development stage		(393,004	)		(63,520	)

TOTAL STOCKHOLDERS' DEFICIT		(248,184	)		(62,376	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

- 2 -

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended March 31,				From Date of Inception (February 13, 2009) to
	2014		2013		March 31, 2014

REVENUES	$	-	$	-	$	-

EXPENSES:
General and admin. expenses		173,425		4,240		382,560

Total Operating Expenses		173,425		4,240		382,560

Loss From Operations		(173,425)		(4,240)		(382,560)
OTHER EXPENSES:
Interest Expense						10,444
Total other expenses						(10,444)
NET (LOSS)	$	(173,425)	$	(4,240)	$	(393,004)

Net loss per share, basic and fully diluted		(0.01)		(0.00)

Weighted average number of shares outstanding		19,429,347		79,312,300

The accompanying notes are an integral part of these unaudited financial statements.

- 3 -

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended March 31						From Date of Inception (February 13, 2009) to
	2014			2013			March 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(173,425	)	$	(4,240	)	$	(393,004	)
Adjustments to reconcile net loss with cash used in operations:
Stock based compensation		24,000			-			75,000
Operating expenses incurred by related party on behalf of Company					-			29,613
Change in assets and liabilities:
Change in accounts payable and accrued liabilities		149,425			940			257,662
Net cash used in operating activities		-			(3,300	)		(30,729	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Contributed Capital		-			3,300			30,729
Net cash provided by financing activities		-			3,300			30,729

NET CHANGE IN CASH

Cash at beginning of period		-			-			-
Cash at end of period	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Non-cash investing and financing activities
400,000 shares of common stock issued during three months ended March 31, 2014 for legal services valued at $24,000

The accompanying notes are an integral part of these unaudited financial statements.

- 4 -

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

Notes to Consolidated Financial Statements

Note 1 — Organization, History and Business

On December 31, 2013, Alas Aviation entered into a Share Exchange Agreement (the “Share Exchange”) with OELC, LLC, a Delaware limited liability company (“OELC”) with its wholly owned subsidiary Énergie, LLC (“Énergie” or the, “Company”). 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.

Énergie was founded in 2001 focused on providing 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’s business is based upon the Company’s partnership with various European suppliers of disruptive highly efficient LED lighting technology. The Company is capitalizing on these European lighting companies’ desire to penetrate the North American markets by solving many of the problems these designers encounter when approaching these markets. These obstacles include designs that do not meet UL/CUL standards and building codes, the need to provide appropriate marketing and product information and specifications, among others. 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 North American architects’ and designers’ desired access to innovative European products and European manufacturers’ desire to find a cost effective way to penetrate the North American markets for their products. As these European partners are continually developing new products, Énergie has the right to launch such products in North America. In many cases, Énergie’s partners will co-fund the upfront costs associated with the launching of new products.

The closing of the Share Exchange Agreement is conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of Alas being limited to 51,000,000 issued and outstanding post closing as well as completion of a PCAOB financial audit. Following the closing of the Share Exchange Agreement, they intend to continue OELC and Énergie’s historical businesses and proposed businesses. Our historical business and operations will continue independently through Énergie as a wholly owned subsidiary.

On January 27, 2014, pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alas Aviation Corp. ("Alas") entered into an Agreement and Plan of Merger into a holding company (the “Agreement") with Énergie Holdings, Inc. ("Énergie") and Alas Acquisition Company ("AAC"), both wholly-owned subsidiaries of Alas. The Agreement provided for the merger of Alas with and into Énergie, with Énergie being the surviving corporation in that merger. Contemporaneously with Alas’ merger with and into Énergie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Énergie on a one share for one share basis pursuant to the Agreement.

As a result of this reorganization into a Holding Company structure, Énergie became the publicly quoted parent holding company with AAC becoming a wholly-owned subsidiary of Énergie. Upon consummation of the Agreement, Énergie 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), Énergie is the successor issuer to Alas.

- 5 -

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

Notes to Consolidated Financial Statements

The description of the Share Exchange Agreement is set forth in Item 1.01 of the Company’s current report filed with the Commission on December 31, 2013 and the Agreement and Plan of Merger set forth in Item 1.01 of the Company’s current report filed with the Commission on Form 8-K on January 27, 2014. These agreements are qualified in their entirety by reference to the full text of the agreements, copies of which are attached thereto as Exhibits 10.1 in both filings.

Prior to the incorporation of Énergie Holdings, Inc., Alas Aviation Corp. (“Alas”) was assembling and operating a niche passenger airline with air cargo and related ground service operations. Due to a variety of factors including depressed market conditions in securing financing on terms that would allow it to execute on its business plan, Alas’ management began searching for other opportunities to enhance shareholder value. At the same time it was trying to execute on its business plan in the aviation industry, it began discussions regarding a possible change in its business plan, management started negotiations with OELC, LLC and reached an agreement in principal to enter into a merger/share exchange with OELC, LLC. Alas subsequently terminated its airline related agreements, its previous share exchange agreement and its management team.

Prior to the incorporation of Alas, LMK Global Resources, Inc. (“LMK”) was an exploration stage company that was previously engaged in the acquisition, exploration and development of mineral properties. As of the date of this filing, we have not generated any revenues after emerging from Bankruptcy. Our predecessor, LMK Global Resources, Inc., was incorporated on October 26, 1986 in the state of Delaware. We and our former subsidiary, Larscom Incorporated, a Delaware corporation, filed Voluntary Petitions for Relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Court”), Case numbers 06-50866 and 06-80567 (the “Case” or “Cases”).The Bankruptcy Court issued an Order Confirming the Second Amended Joint Plan of Reorganization on December 6, 2006.

Pursuant to the Plan, on June 27, 2008, the Company implemented a 1/2581 reverse stock split; issued 75,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 3,000,000 shares of common stock and 15,000,000 warrants to Venture Funds I, Inc.; issued 225,000 shares of common stock to the Bankruptcy Trustee; issued 300 shares of common stock to each class of unsecured creditor; and replaced all former directors and officers with James Ditanna.

On February 13, 2014, the Company’s symbol changed to “ELED” to reflect the change in the company’s plan of operations.

Basis of Presentation

The accompanying unaudited consolidated financial statements of Energie Holdings Inc., contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2014, and the results of its operations and cash flows for the three months ended March 31, 2014 and 2013. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KT for the period ended December 31, 2014 filed with the Commission on April 15, 2014.

- 6 -

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

Notes to Consolidated Financial Statements

Going Concern

As shown in the accompanying financial statements, the Company has no assets, a working capital deficit of $248,184 as of March 31, 2014 and is not currently generating revenue from operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Additionally, current economic conditions in the United States and globally create significant challenges attaining sufficient funding

The Company’s ability to continue existence is dependent upon commencing its planned operations, management’s ability to develop and achieve profitable operations and/or upon obtaining additional financing to carry out its planned business. The Company intends to fund its business development, acquisition endeavors and operations through equity and debt financing arrangements. The Company is dependent upon its Chief Executive Officer to provide financing for working capital purposes. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might necessary should the Company be unable to continue as a going concern.

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

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Issuances Involving Non-cash Consideration

All issuances of the Company’s stock for non-cash consideration have been assigned a dollar amount equaling the market value of the shares issued on the date the shares were issued for such services and property. The non-cash consideration paid pertains to legal services (See Note 3).

Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities. The Company’s sole deferred tax asset consists of its net operating loss carryforwards totaling $167,813. The Company has established a valuation allowance at March 31, 2014 equaling the total tax benefit the Company would derive from its net operating loss carry forwards.

- 7 -

ENERGIE HOLDINGS INC.

(Formerly known as Alas Aviation Corp.)

Notes to Consolidated Financial Statements

Loss per share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2014, the Company had no potential common shares outstanding.

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s financial position, results of operations, or cash flow.

Note 3 — Equity

During the three months ended March 31, 2014, the Company issued 400,000 of its common shares to its outside legal counsel for services. The shares were valued at $24,000 based on the $0.06 stock price on the day of issuance and charged to operations.

Note 4 - Contingencies

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

Note 5. Subsequent Events

There are no events subsequent to March 31, 2014 and up to the date of this filing that would require disclosure.

- 8 -

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

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained in this filing that are not based on historical fact, including without limitation statements containing the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words, constitute "forward-looking statements". These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. These factors include, among others, the following: general economic and business conditions in which Energie Holdings Inc. ("we", "EHI" or “Company”) operates; technology changes; the competition we face; changes in our business strategy or development plans; existing governmental regulations and changes in, or our failure to comply with, governmental regulations; liability and other claims asserted against us; and other factors referenced in our filings with the Securities and Exchange Commission.

Description of Business.

Company Overview

On January 27, 2014, pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Energie Holdings Inc. ("Alas") entered into an Agreement and Plan of Merger into a holding company (the “Agreement") with Énergie Holdings, Inc. ("Énergie") and Alas Acquisition Company ("AAC"), both wholly-owned subsidiaries of Alas. The Agreement provided for the merger of Alas with and into Énergie, with Énergie being the surviving corporation in that merger. Contemporaneously with Alas’ merger with and into Énergie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Énergie on a one share for one share basis pursuant to the Agreement.

- 9 -

Prior to the incorporation of Énergie Holdings, Inc., Energie Holdings Inc. (“Alas”) was assembling and operating a niche passenger airline with air cargo and related ground service operations. Due to a variety of factors including depressed market conditions in securing financing on terms that would allow it to execute on its business plan, Alas’ management began searching for other opportunities to enhance shareholder value. At the same time it was trying to execute on its business plan in the aviation industry, it began discussions regarding a possible change in its business plan, management started negotiations with OELC, LLC and reached an agreement in principal to enter into a merger/share exchange with OELC, LLC. Alas subsequently terminated its airline related agreements, its previous share exchange agreement and its management team.

On February 13, 2014, the Company’s symbol changed to “ELED” to reflect the change in the company’s plan of operations.

During the fiscal year ended December 31, 2013, the Company had been in negotiations with OLEC, LLC to acquire OLEC, LLC and its subsidiary.

Liquidity and Capital Resources

March 31, 2014

Alas had no cash at March 31, 2014. It financed its operations during the three months ended March 31, 2014 by increasing its payables by $149,425.

March 31, 2013

Alas had no cash at March 31, 2013. It financed its operations during the three months ended March 31, 2014 by increasing its payables by $940 and through payments to vendors by shareholders treated as contributed capital totaling $3,300.

Results of Operations

For the three months ended March 31, 2014

During the three months ended March 31, 2014, the Company did not earn any revenue and incurred a net operating loss of $149,425, which consisted of legal fees totaling $130,356 and filing fees and other costs incurred due to being a public entity amounting to $19,069.

For the three months ended March 31, 2013

During the three months ended March 31, 2013 the Company had no revenue and incurred a net operating loss of $4,240.

- 10 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, being March 31, 2014. This evaluation was carried out under the supervision and with the participation of our company’s Chief Executive Officer.

As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's CEO have concluded that our Company's disclosure controls and procedures were not effective as of March 31, 2014, only due to a lack of employees to segregate duties related to preparing the financial reports which are the current responsibility of our CEO. Management is working to correct this weakness by adding accounting staff. Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure that the company filings are accurate and made on a timely manner.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Energie Holdings Inc. is not currently a party to any legal proceeding.

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

400,000 restricted shares of common stock of the Company were issued to Davisson and Associates for legal services on January 7, 2014.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None.

- 11 -

Item 6. Exhibits

31.1		Certification by the Chief Executive Officer of Energie Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

31.2		Certification by the Chief Financial Officer of Energie Holdings Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1		Certification by the Chief Executive Officer of Energie Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith).

32.2		Certification by the Chief Financial Officer of Energie Holdings Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith).

101		Interactive Data Files - (XBRL)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 20, 2014	By:	/s/ Harold Hansen
		Harold Hansen
		Sole Director, President and CEO

- 12 -

ExeLED Holdings Inc. - FORM 10-Q - May 20, 2014

Attached files

ExeLED Holdings Inc. Reports