X0306 4 2015-09-22 0 0001084597 XZERES Corp. XPWR 0001598555 DEBRUCE PAUL 411 NICHOLS ROAD SUITE 217 KANSAS CITY MO 64112 0 0 1 0 Common Stock, par value $.001 per share 2015-09-22 4 P 0 1498594 0.072 A 16718266 D Series B Participating Preferred, par value $.001 per share 1190 D Warrants (right to buy) 0.2344 2013-07-31 2017-07-31 Common Stock 976658 976658 D Warrants (right to buy) 0.2539 2013-10-01 2017-10-01 Common Stock 687047 687047 D Warrants (right to buy) 0.3062 2013-12-16 2016-12-16 Common Stock 2794256 2794256 D Warrants (right to buy) 0.2963 2014-04-23 2018-04-23 Common Stock 1144984 1144984 D The number of shares to which these warrants relate, as well as their respective exercise prices, are subject to anti-dilution adjustment provisions. This warrant is exercisable for such number of shares as equals 1.03459% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $228,951, and previously was reported as relating to 829,246 shares. After giving effect to the warrant's anti-dilution provisions, as of July 15, 2015, the warrant is exercisable for a total of approximately 976,658 shares of Common Stock upon payment of an aggregate exercise price of $228,951 ($0.2344 per share), subject to further adjustment under the warrant's anti-dilution provisions. This warrant is exercisable for such number of shares as equals 0.7278% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $174,417, and previously was reported as relating to 583,347 shares. After giving effect to the warrant's anti-dilution provisions, as of July 15, 2015, the warrant is exercisable for a total of approximately 687,047 shares of Common Stock upon payment of an aggregate exercise price of $174,417 ($0.2539 per share), subject to further adjustment under the warrant's anti-dilution provisions. This warrant is exercisable for such number of shares as equals 2.96% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $855,555, and previously was reported as relating to 2,372,503 shares. After giving effect to the warrant's anti-dilution provisions, as of July 15, 2015, the warrant is exercisable for a total of approximately 2,794,256 shares of Common Stock upon payment of an aggregate exercise price of $855,555 ($0.3062 per share), subject to further adjustment under the warrant's anti-dilution provisions. This warrant is exercisable for such number of shares as equals 1.2129% of the fully diluted outstanding shares of Common Stock upon payment of an aggregate exercise price of $339,206, and previously was reported as relating to 972,165 shares. After giving effect to the warrant's anti-dilution provisions, as of July 15, 2015, the warrant is exercisable for a total of approximately 1,144,984 shares of Common Stock upon payment of an aggregate exercise price of $339,206 ($0.2963 per share), subject to further adjustment under the warrant's anti-dilution provisions. /s/Paul DeBruce 2015-09-24