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1 Organization, History and Business
3 Months Ended
Mar. 31, 2014
Accounting Policies [Abstract]  
1 Organization, History and Business

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.

 

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.

 

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.