item 14exhibits reports form 8k green energy renewable solutions inc includes reference following exhibits green energy renewable solutions inc includes herewith following exhibits item 15 item 14 principal accounting fees services 1 audit fees aggregate fees billed last two fiscal years professional services rendered principal accountant audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal years ended december 31 2013 2012 21137 39412 respectively 2 auditrelated fees aggregate fees billed last two fiscal years assurance related services principal accountant reasonably related performance audit review registrants financial statements reported item 1 fiscal years ended december 31 2013 2012 0 respectively 3 tax fees billed professional services rendered principal accountant tax compliance tax advice tax planning fiscal years ending december 31 2013 2012 4 fees billed professional services provided principal accountant services reported items 1 3 fiscal years ending december 31 2013 2012 5 audit committee registrants audit committee officers performing functions audit committee approved principal accountants performance services audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal year ending december 31 2013 auditrelated fees tax fees approved audit committee officers performing functions audit committee 6 work performance others percentage hours expended principal accountants engagement audit registrants financial statements recent fiscal year attributed work performed persons principal accountants fulltime permanent employees less 0 percent part iv item 15 item 14principal accounting fees services 1 audit fees aggregate fees billed last two fiscal years professional services rendered principal accountant audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal years ended december 31 2014 2013 81500 43174 respectively 2 auditrelated fees none 3 tax fees none 4 fees none 5 audit committee registrants audit committee officers performing functions audit committee approved principal accountants performance services audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal year ending december 31 2014 auditrelated fees tax fees approved audit committee officers performing functions audit committee 6 work performance others percentage hours expended principal accountants engagement audit registrants financial statements recent fiscal year attributed work performed persons principal accountants fulltime permanent employees zero part iv item 15 item 14 exhibits reports form 8k e world interactive inc includes reference following exhibits 31 articles incorporation exhibit 31 filed registrant’s registration statement form sb2 amended filed securities exchange commission december 27 2005 32 amendment articles incorporation exhibit 32 filed registrant’s registration statement form sb2 amended filed securities exchange commission december 27 2005 33 amendment articles incorporation exhibit 33 filed registrant’s registration statement form sb2 amended filed securities exchange commission december 27 2005 34 bylaws filed exhibit 34 registrant’s registration statement form sb2 amended filed securities exchange commission december 27 2005 35 amendment articles incorporation filed exhibit 35 registrant’s registration statement form 8a filed securities exchange commission december 14 2006 36 amendment articles incorporation filed exhibit bylaws filed exhibit 31 filed form 8k filed securities exchange commission august 24 2009 37 amendment articles incorporation filed exhibit bylaws filed exhibit 31 filed form 8k filed securities exchange commission april 5 2011 101 stock purchase agreement e world interactive inc blue atelier inc march 30 2009 filed exhibit 101 registrants current report form 8k filed securities exchange commission april 03 2009 102 purchase agreement e wold interactive inc shareholders media technology solutions inc purchase 100 outstanding stock media technology e world interactive inc includes herewith following exhibits 311 certification principal executive officer principal financial officer rule 13a14a15d14a 321 certification principal executive officer principal financial officer 18 usc 1350 item 15 item 14 exhibits reports form 8k green energy renewable solutions inc includes reference following exhibits green energy renewable solutions inc includes herewith following exhibits item 15 item 14 exhibits reports form 8k eworld interactive inc includes reference following exhibits 31 articles incorporation exhibit 31 filed registrants registration statement form sb2 amended filed securities exchange commission december 27 2005 32 amendment articles incorporation exhibit 32 filed registrants registration statement form sb2 amended filed securities exchange commission december 27 2005 33 amendment articles incorporation exhibit 33 filed registrants registration statement form sb2 amended filed securities exchange commission december 27 2005 34 bylaws filed exhibit 34 registrants registration statement form sb2 amended filed securities exchange commission december 27 2005 35 amendment articles incorporation filed exhibit 35 registrants registration statement 36 form 8a filed securities exchange commission december 14 2006 amendment articles incorporation filed exhibit bylaws filed exhibit 31 filed form 8k filed securities exchange commission august 24 2009 101 stock purchase agreement eworld interactive inc blue atelier inc march 30 2009 filed exhibit 101 registrants current report form 8k filed securities exchange commission april 3 2009 eworld interactive inc includes herewith following exhibits 311 certification principal executive officer principal financial officer rule 13a14a15d14a 321 certification principal executive officer principal financial officer 18 usc 1350 item 14 principal accountant fees services 1 audit fees aggregate fees billed last two fiscal years professional services rendered principal accountant audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal years ending december 31 2008 2009 4500 11850 respectively 2 auditrelated fees aggregate fees billed last two fiscal years assurance related services principal accountant reasonably related performance audit review registrants financial statements reported item 1 fiscal years ending december 31 2008 2009 0 respectively 3 tax fees aggregate fees billed professional services rendered principal accountant tax compliance tax advice tax planning fiscal years ending december 31 2008 2009 4 fees aggregate fees billed professional services provided principal accountant services reported items 1 3 fiscal years ending december 31 2008 2009 5 audit committee registrants audit committee officers performing functions audit committee approved principal accountants performance services audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal year ending december 31 2009 auditrelated fees tax fees approved audit committee officers performing functions audit committee 6 work performance others percentage hours expended principal accountants engagement audit registrants financial statements recent fiscal year attributed work performed persons principal accountants fulltime permanent employees less 50 percent signatures pursuant requirements securities exchange act 1934 registrant duly caused report signed behalf undersigned hereunto duly authorized eworld interactive inc date april 13 2010 gerry shirren gerry shirren president secretary pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated signature titles date gerry shirren president secretary director april 13 2010 secretary gerry shirren gerry shirren principal financial accounting officer april 13 2010 gerry shirren principal financial accounting officer item 7management’s discussion analysis financial condition results operations green energy renewable solutions inc common stock quoted overthecounter bulletin board symbol “ewrlqb” first available quotations overthecounter bulletin board appear end january 2007 quotations provided counter market reflect interdealer prices without retail markup markdown commissions may represent actual transactions prices included obtained sources believed reliable holders total shares outstanding december 31 2012 62636850 held approximately 80 shareholders record undetermined number holders street name dividend policy green energy renewable solutions inc never paid cash dividend common stock anticipate paying cash dividends common stock next 12 month period intend follow policy retaining earnings finance growth business anticipate paying cash dividends foreseeable future declaration payment future dividends common stock sole discretion board directors depend profitability financial condition capital requirements statutory contractual restrictions future prospects factors deemed relevant june 27 2012 company announced board directors approved one share one share stock dividend company’s common stock regarding effective forward split shareholder record close business june 29 2012 receive one additional share every outstanding share held record date articles amended reflect july 16 2012 received finra approval july 27 2012 share amounts financial statements restated reflect dividend shareforward split managements discussion analysis financial condition results operations forwardlooking statements statement may include projections future results “forward looking statements” term defined section 27a securities act 1933 amended “securities act” section 21e securities exchange act 1934 amended “exchange act” statements included annual report statements historical fact forward looking statements although management believes expectations reflected forward looking statements reasonable give assurance expectations prove correct critical accounting policies preparation financial statements related disclosures conformity accounting principles generally accepted united states requires us make judgments assumptions estimates affect amounts reported note 2 accompanying notes consolidated financial statements describes significant accounting policies used preparation financial statements certain significant accounting policies considered critical accounting policies defined critical accounting policy defined one material presentation financial statements requires management make difficult subjective complex judgments could material effect financial condition results operations specifically critical accounting estimates following attributes · required make assumptions matters highly uncertain time estimate · different estimates could reasonably used changes estimate reasonably likely occur would material effect financial condition results operations estimates assumptions future events effects cannot determined certainty base estimates historical experience various assumptions believed applicable reasonable circumstances estimates may change new events occur additional information obtained operating environment changes historically minor included consolidated financial statements soon became known based critical assessment accounting policies underlying judgments uncertainties affecting application policies management believes financial statements fairly stated accordance accounting principles generally accepted united states present meaningful presentation financial condition results operations aimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different bsharebased payments company records stockbased compensation issued nonemployees external entities goods services either fair market value shares issued value services received whichever readily determinable using measurement date guidelines enumerated fasb asc 5055030 green energy renewable solutions inc plan operations green energy renewable solutions business waste conversion waste energy dynamic area growth potential market place emphasis waste conversion using recycling new technologies creating valuable assets income streams waste materials comparable operations waste conversion recycling industry achieved high levels profitability relatively low investment existing growing demand services offered green energy company seeks opportunities short window positive cashflow revenues waste conversion project extended waste energy generation creating longterm high value assets green energy business model summarized follows 1secure existing large scale waste streams acquisition landfills joint ventures contracts source generators acquired waste streams include municipal solid waste “msw” construction demolition debris “cd” 2secure short term revenue cash flow landfill remediation plans introduction recycling strategies applicable established waste streams 3introduction waste energy “wte” technology generate fuels electricity sale longterm contracts 4joint venture investment conversion technologies offer additional revenue opportunities reduce internal capital costs capture future revenue external technology sales strategies employed include acquisition existing landfills internalize control contracted historical waste streams developing remediation action plans strategies company seeking acquisition opportunities operating efficiencies diversion tactics allow increased revenue improved margins introduction recycling incoming materials reduce volume incoming materials landfilled 50 90 introduction wte strategies metals plastics cardboardpaper recyclable materials represent significant potential revenue conversion remaining material refuse derived fuel rdf gasification create fuels electricity provide revenue enhancements diversion incoming waste substantially increase life landfill maintaining tipping fee income increased wte output allow increased intake msw cd corresponding tipping fee income minimal landfill impact green energy renewable solutions operates low risk manner limited financial exposure downside risk maintaining major upside potential green energy renewable solutions’ key expertise board members management associates gives major advantage successfully exploit ‘green energy’ business focus pipeline opportunities rights proprietary technologies company headquartered detroit michigan currently developing construction demolition waste municipal solid waste diversion recycling energy recovery operations highland park michigan puerto rico projects early planning stages financial condition results operations comparison results operations years ending december 31 2012 december 31 2011 company reported net loss 5876863 year ending december 31 2012 versus net loss 336602 year ending december 31 2011 year ending december 31 2012 primary contributors net loss 5876863 executive compensation management team 3526970 impairment intangible assets 690700 loss settlement accounts payable paid stock 518122 financing costs 365582 professional fees 493643 waste project development fees 182448 interest expense 2012 52253 year ending december 31 2011 primary contributors net loss 336602 included professional fees 46280 executive compensation 195000 general administrative expenses 44686 interest expense 12000 loss foreign currency exchange 1113 prior period comparisons results impacted developing operations periods covered liquidity capital resources year ending december 31 2012 net cash used operating activities totaled 377372 cash generated financing activities 378063 resulting primarily sale common stock cash used investing activities totaled 0 increase cash period 691 year ending december 31 2011 net cash used operating activities totaled 180841 cash used investing activities totaled 32752 sales subsidiary stock cash prior acquisition cash provided financing activities totaled 213188 decrease cash period 405 convertible notes asher enterprises promissory note august 7 2012 july 10 2012 company received funding pursuant convertible promissory note amount 32500 promissory note unsecured bears interest 8 per annum matures april 12 2013 year period ended december 31 2012 company accrued 1239 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading immediately prior conversion date december 31 2012 convertible note payable recorded net unamortized debt accrued interest discount 8316 asher enterprises promissory note ii august 28 2012 august 28 2012 company received funding pursuant convertible promissory note amount 32500 promissory note unsecured bears interest 8 per annum matures may 30 2013 year period ended december 31 2012 company accrued 890 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date december 31 2012 convertible note payable recorded net unamortized debt accrued interest discount 13857 asher enterprises promissory note iii october 12 2012 october 12 2012 company received funding pursuant convertible promissory note amount 27500 promissory note unsecured bears interest 8 per annum matures july 16 2013 year period ended december 31 2012 company accrued 482 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date december 31 2012 convertible note payable recorded net unamortized debt discount accrued interest 14073 asher enterprises promissory note iv november 29 2012 november 29 2012 company received funding pursuant convertible promissory note amount 27500 promissory note unsecured bears interest 8 per annum matures september 3 2013 year period ended december 31 2012 company accrued 193 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date december 31 2012 convertible note payable recorded net unamortized debt discount accrued interest 18764 jmj financial promissory note iv october 21 2012 october 21 2012 company received funding pursuant convertible promissory note amount 35000 promissory note unsecured bears interest 5 per annum matures september 30 2013 year period ended december 31 2012 company accrued 292 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date december 31 2012 convertible note payable recorded net unamortized debt discount accrued interest 23420 december 31 2012 company reserved total 18826000 shares common stock potential conversion promissory notes blue atelier promissory note may 2010 company acquired media technology solutions inc media technology holds 8 convertible note blue atelier inc majority shareholder green energy renewable solutions convertible note issued media technology connection purchase intangible assets note matures june 30 2012 interest due maturity may converted common stock price agreed year part internal reorganization ownership media technology assigned e world corp wholly owned subsidiary green energy renewable solutions balance sheet date e world corp including subsidiary company media technology solutions inc spun separate private company way share dividend convertible note blue atelier inc together accrued interest remained media technology solutions inc material impact known events liquidity general economic financial credit problems experienced throughout world markets economies resulting general reduction available credit investment funds identified known trends known demands commitments events uncertainties result reasonably likely result material increase decrease liquidity historically financed operations sale common equity continue experience difficulties current financial environment past limited operational history lack current revenues impact financing efforts sustain expand operations global economic condition cash flow requirements operations december 31 2012 available cash 1007 based historical cash needs business plan require approximately 945000 operations coming year currently legal accounting expenses revenue generating operations rely sale common shares advances majority shareholder fund operating needs going concern continuation going concern dependent upon obtaining additional working capital necessary sustain current status shown accompanying financial statements company incurred accumulated deficit 4514336 inception april 1 2010 6367325 development stage april 1 2010 december 31 2012 future company dependent upon ability obtain additional financing management plans seek additional financing debt sale common stock private placements assurance raise sufficient funds continue financial statements include adjustments relating recoverability classification recorded assets amounts classification liabilities might necessary event company cannot continue existence offbalance sheet arrangements offbalance sheet arrangements financing activities special purpose entities item 7a item 7 management’s discussion analysis financial condition results operations forwardlooking statements representatives may time make written oral statements “forwardlooking” including statements contained annual report filings sec reports stockholders news releases statements express expectations estimates forecasts projections forwardlooking statements addition written oral statements constitute forwardlooking statements may made us behalf words “expect” “anticipate” “intend” “plan” “believe” “seek” “estimate” “project” “forecast” “may” “should” variations words similar expressions intended identify forwardlooking statements guarantees future performance involve risks uncertainties assumptions difficult predict therefore actual outcomes results may differ materially expressed forecasted suggested forwardlooking statements undertake obligation update revise forwardlooking statements date annual report conform forwardlooking statements actual results important factors statements based assumptions concerning uncertainties including limited uncertainties associated following critical accounting policies preparation financial statements related disclosures conformity accounting principles generally accepted united states requires us make judgments assumptions estimates affect amounts reported note 2 accompanying notes consolidated financial statements describe significant accounting policies used preparation financial statements certain significant accounting policies considered critical accounting policies defined critical accounting policy defined one material presentation financial statements requires management make difficult subjective complex judgments could material effect financial condition results operations specifically critical accounting estimates following attributes ¨ required make assumptions matters highly uncertain time estimate ¨ different estimates could reasonably used changes estimate reasonably likely occur would material effect financial condition results operations estimates assumptions future events effects cannot determined certainty base estimates historical experience various assumptions believed applicable reasonable circumstances estimates may change new events occur additional information obtained operating environment changes historically minor included consolidated financial statements soon became known based critical assessment accounting policies underlying judgments uncertainties affecting application policies management believes financial statements fairly stated accordance accounting principles generally accepted united states present meaningful presentation financial condition results operations aimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different bsharebased payments company records stockbased compensation issued nonemployees external entities goods services either fair market value shares issued value services received whichever readily determinable using measurement date guidelines enumerated fasb asc 5055030 plan operations cirque’s core business components include proprietary deployable gasification unit “dgu” technology delivery clean energy generation solutions energy services company “esco” dgu business ·under contract northrop grumman corporation cirque energy investigated obtained research technical data ability produce mobile deployable gasification unit capable producing field electricity use us military government users ·the goal engagement determine potential ability develop engineer fabricate dgu system capable converting currently available byproducts wastes generated us military typical forward operating base fob electricity specifically waste volumes one ten tons per day ·goal make systems simple operate highly transportable reliable minimal special training maintenance requirements ·northrop grumman cirque energy committed continue technology development dgu towards commercialization ·northrop grumman partnership cirque energy producing first working dgu prototypes testing demonstration military government commercial customers ·we anticipate deployment dgu prototypes ·under agreement cirque energy lead development manufacturing testing initial demonstration dgu’s input northrop grumman ·upon successful demonstration northrop grumman manufacture dgu’s exclusive sale northrop grumman cirque energy clean energy generation solutions energy services company “esco” delivery clean energy combined heat power “chp” projects industrial commercial municipalities universities schools hospitals “mush” market customers well local state federal governments ·projects developed owned cirque energy ·energy sold customer using various structures required little capital outlay customer ·espc energy savings performance contract customer pays cirque money otherwise would gone utility company exchange guaranteed savings ·ppa traditional power purchase agreement ·services contract energy purchased service thereby allowing customer treat project “offcredit” ·lease cirque design build finance lease system customer company anticipates acquiring cirque llc management expects acquisition provide new entity several benefits ·strengthen management team execute business plan includes plant operations project development construction startup commissioning fuel procurement transportation ·skill sets new team mitigate execution risk ·new expanded pipeline projects programs various stages development ·expanded client relationships large industrial clients universities hospitals utilities resulting opportunities ·expanded network project finance relationships contacts ·our team vast experience development design financing construction operations positions us successfully take potential energy project vision completion results operations comparison results operations years ending december 31 2013 december 31 2012 company reported net loss 3203878 year ended december 31 2013 versus net loss 3296408 year ended december 31 2012 year ended december 31 2013 primary contributors net loss 3203878 executive compensation management team 769636 professional fees 338731 forfeiture deposit landfill 150000 amortization debt expense derivative expense loss settlement promissory convertible notes gain derivative liability interest expense 2013 489803 1373813 1024869 1148991 112880 respectively year ended december 31 2012 primary contributors net loss 3296408 stock issuances recorded executive compensation management team 1912906 impairment intangible assets 345350 professional fees 352928 waste project development fees 165222 prior period comparisons results impacted developing operations periods covered restatement financial statements restating audited financial statements year ended december 31 2012 correct accounting convertible promissory notes “notes” described note 7 notes originally accounted accordance asc 480 liabilities distinguishing liabilities equity company determined appropriate account notes asc 480 monetary value predominately based one three factors asc 480102514 due underlying volatility company stock conversion formula notes conversion features notes accounted accordance asc 815 derivatives hedging application asc 815 results recognition derivative liability conversion feature embedded notes addition several liabilities paid issuance common stock prior june 27 2012 june 27 2012 stock dividendforward split one share every existing share date record liabilities recorded error valued post dividendforward split value rather value date issuance changes values reflected following notes errors detected course reaudit december 31 2012 financial statements independent auditors klj associates llp requested review 10q filings quarterly periods ended march 31 2012 june 30 2012 september 30 2012 march 31 2013 june 30 2013 september 30 2013 determine errors material previous financial statement presentation upon performance review management determined financial statements previously reported error needed restated reasons following six tables summary effects changes company’s quarterly consolidated balance sheet consolidated statements operations consolidated statements cash flows respectively quarterly periods ended march 31 2012 quarterly period ended september 30 2013 cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated balance sheet unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated income statement march 31 2012 unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statement cash flows march 31 2012 unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated balance sheets unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements operations unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements cash flows unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated balance sheets unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements operations unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements cash flows unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated balance sheets unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements operations unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements cash flows unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated balance sheets unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements operations unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements cash flows unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated balance sheets unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements operations unaudited accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc development stage company restated consolidated statements cash flows unaudited accompanying notes integral part consolidated financial statements liquidity capital resources year ended december 31 2013 net cash used operating activities totaled 584509 cash generated financing activities 747500 resulting primarily issuance convertible notes cash used investing activities totaled 155155 increase cash period 7836 year ended december 31 2012 net cash used operating activities totaled 377374 cash generated financing activities 378063 resulting primarily sale common stock cash issuance convertible notes cash used investing activities totaled 0 increase cash period 689 cash flow requirements operations december 31 2013 available cash 8841 based historical cash needs business plan require approximately 1200000 operations coming year currently legal accounting expenses revenue generating operations rely sale common shares advances majority shareholders various convertible debt facilities fund operating needs going concern continuation going concern dependent upon obtaining additional working capital necessary sustain current status shown accompanying financial statements company incurred accumulated deficit 11505084 december 31 2013 management plans seek additional financing issuance debt securities sale company’s common stock private placements assurance company raise sufficient funds continue financial statements include adjustments relating recoverability classification recorded assets amounts classification liabilities might necessary event company cannot continue existence offbalance sheet arrangements offbalance sheet arrangements financing activities special purpose entities item 7a item 7management’s discussion analysis financial condition results operations forwardlooking statements representatives may time make written oral statements “forwardlooking” including statements contained annual report filings sec reports stockholders news releases statements express expectations estimates forecasts projections forwardlooking statements addition written oral statements constitute forwardlooking statements may made us behalf words “expect” “anticipate” “intend” “plan” “believe” “seek” “estimate” “project” “forecast” “may” “should” variations words similar expressions intended identify forwardlooking statements guarantees future performance involve risks uncertainties assumptions difficult predict therefore actual outcomes results may differ materially expressed forecasted suggested forwardlooking statements undertake obligation update revise forwardlooking statements date annual report conform forwardlooking statements actual results important factors statements based assumptions concerning uncertainties including limited uncertainties associated following critical accounting policies preparation financial statements related disclosures conformity accounting principles generally accepted united states requires us make judgments assumptions estimates affect amounts reported note 2 accompanying notes consolidated financial statements describe significant accounting policies used preparation financial statements certain significant accounting policies considered critical accounting policies defined critical accounting policy defined one material presentation financial statements requires management make difficult subjective complex judgments could material effect financial condition results operations specifically critical accounting estimates following attributes · required make assumptions matters highly uncertain time estimate · different estimates could reasonably used changes estimate reasonably likely occur would material effect financial condition results operations estimates assumptions future events effects cannot determined certainty base estimates historical experience various assumptions believed applicable reasonable circumstances estimates may change new events occur additional information obtained operating environment changes historically minor included consolidated financial statements soon became known based critical assessment accounting policies underlying judgments uncertainties affecting application policies management believes financial statements fairly stated accordance accounting principles generally accepted united states present meaningful presentation financial condition results operations aimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different bsharebased payments company records stockbased compensation issued nonemployees external entities goods services either fair market value shares issued value services received whichever readily determinable using measurement date guidelines enumerated fasb asc 5055030 plan operations cirque’s core business components include proprietary deployable gasification unit “dgu” technology delivery clean energy generation solutions energy services company “esco” dgu business · contract northrop grumman corporation cirque investigated obtained research technical data regarding ability produce mobile deployable gasification unit capable producing field electricity use us military government users · goal engagement determine potential ability develop engineer fabricate dgu system capable converting currently available byproducts wastes generated us military typical forward operating base electricity · goal make systems simple operate highly transportable reliable minimal special training maintenance requirements · northrop grumman cirque committed continue technology development dgu toward commercialization · northrop grumman partnership cirque producing first working dgu prototypes testing demonstration military government commercial customers · anticipate deployment dgu prototypes · agreement cirque lead development manufacturing testing initial demonstration dgus input northrop grumman · upon successful demonstration northrop grumman manufacture dgus exclusive sale northrop grumman cirque clean energy generation solutions energy services company “esco” delivery clean energy combined heat power “chp” projects industrial commercial municipalities universities schools hospitals “mush” market customers well local state federal governments · projects developed owned cirque · energy sold customers using various structures required little capital outlay customers · espc energy savings performance contract customer pays cirque money otherwise would paid utility company exchange guaranteed savings · ppa traditional power purchase agreement · services contract energy purchased service thereby allowing customer treat project “offcredit” · lease cirque design build finance lease system customer results operations comparison results operations years ended december 31 2014 december 31 2013 company reported net loss 3600619 year ended december 31 2014 versus net loss 3203878 year ended december 31 2013 year ended december 31 2014 primary contributors net loss 3600619 executive directors’ compensation 1120202 amortization debt discount 883366 interest expense 502678 financing costs 346250 loss settlement promissory convertible notes 324082 professional fees 313057 derivative expense 215454 partially offset gain derivate liability 683942 year ended december 31 2013 primary contributors net loss 3203878 derivative expense 1373813 loss settlement promissory convertible notes 1024869 executive directors’ compensation 769636 amortization debt discount 489803 investor relations expense 338731 partially offset gain derivate liability 1148991 prior period comparisons results impacted developing operations periods covered liquidity capital resources year ended december 31 2014 net cash used operating activities totaled 1233080 cash generated financing activities 1219822 resulting largely stock payables proceeds issuance convertible notes cash provided investing activities totaled 4417 decrease cash period 8841 year ended december 31 2013 net cash used operating activities totaled 584509 cash generated financing activities 747500 resulting primarily issuance convertible notes cash used investing activities totaled 155155 increase cash period 7836 cash flow requirements operations date annual report available cash 5047 based historical cash needs business plan require approximately 1200000 operations coming year currently legal accounting expenses revenue generating operations rely sale common shares advances majority shareholders various convertible debt facilities fund operating needs going concern continuation going concern dependent upon obtaining additional working capital necessary sustain current status shown accompanying financial statements company incurred accumulated deficit 15105703 december 31 2014 management plans seek additional financing issuance debt securities sale company’s common stock private placements andor secondary offering company’s common stock assurance company raise sufficient funds continue financial statements include adjustments relating recoverability classification recorded assets amounts classification liabilities might necessary event company cannot continue existence offbalance sheet arrangements offbalance sheet arrangements financing activities special purpose entities item 7a item 7 management’s discussion analysis financial condition results operations e world interactive inc common stock quoted overthecounter bulletin board symbol “ewrlob” first available quotations overthecounter bulletin board appear end january 2007 quotations provided counter market reflect interdealer prices without retail markup markdown commissions may represent actual transactions prices included obtained sources believed reliable holders total shares outstanding december 31 2010 43262480 held approximately 72 shareholders record undetermined number holders street name dividend policy e world interactive inc never paid cash dividend common stock anticipate paying cash dividends common stock next 12 month period intend follow policy retaining earnings finance growth business anticipate paying cash dividends foreseeable future declaration payment future dividends common stock sole discretion board directors depend profitability financial condition capital requirements statutory contractual restrictions future prospects factors deemed relevant managements discussion analysis financial condition results operations forwardlooking statements statement may include projections future results “forward looking statements” term defined section 27a securities act 1933 amended “securities act” section 21e securities exchange act 1934 amended “exchange act” statements included annual report statements historical fact forward looking statements although management believes expectations reflected forward looking statements reasonable give assurance expectations prove correct critical accounting policies preparation financial statements related disclosures conformity accounting principles generally accepted united states requires us make judgments assumptions estimates affect amounts reported note 2 accompanying notes consolidated financial statements describes significant accounting policies used preparation financial statements certain significant accounting policies considered critical accounting policies defined critical accounting policy defined one material presentation financial statements requires management make difficult subjective complex judgments could material effect financial condition results operations specifically critical accounting estimates following attributes · required make assumptions matters highly uncertain time estimate · different estimates could reasonably used changes estimate reasonably likely occur would material effect financial condition results operations estimates assumptions future events effects cannot determined certainty base estimates historical experience various assumptions believed applicable reasonable circumstances estimates may change new events occur additional information obtained operating environment changes historically minor included consolidated financial statements soon became known based critical assessment accounting policies underlying judgments uncertainties affecting application policies management believes financial statements fairly stated accordance accounting principles generally accepted united states present meaningful presentation financial condition results operations impairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different b foreign currency translation functional reporting currency company united states dollar “us dollar” monetary assets liabilities denominated currencies us dollar translated us dollar rates exchange balance sheet date transactions currencies us dollar year converted us dollar applicable rates exchange prevailing first day month transactions occurred translation adjustments reported cumulative translation adjustments shown separate component comprehensive income loss statement stockholders’ equity e world interactive inc plan operations company incorporated florida july 16 1998 name salty’s warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners although company also sold assorted goods watches sunglasses sports games december 11 2006 owners aggregate 22450000 shares common stock salty’s warehouse inc sold private transaction shares held group approximately 54 purchasers result transaction change control company occurred resulting change name company e world interactive inc time e world mainly engaged selling online game services media production business mainland china operated sector time company disposed subsidiaries shanghai e world china information technologies co ltd “e world china” mojo media works limited august 2008 following ceased business online game media production business became dormant shelf company march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 25000000 newly authorized issued common stock e world interactive inc “ewrl” e world executed forty one reverse split issued outstanding common stock also entered series agreements various holders convertible notes convert notes payable plus accumulated interest e world common stock aggregate 6872830 shares common stock result transaction change control company occurred e world interactive inc blue atelier owning 75 outstanding common stock e world may 2010 e world acquired 100 outstanding common stock media technology solutions inc nevada corporation variety media related interests rights emerged dormant shell status consideration purchase media technology 10000000 shares e world common stock blue atelier inc principle shareholder media technology also largest shareholder e world following acquisition e world moved principal office las vegas nevada e world’s business plan e world’s business plan centered renewable energies related business series opportunities energy real estate solar wind generation energy storage projects combined tv based media marketing programs e world extensive relationships partnerships china product sourcing fulfillment well holding number rights us media brands china continue develop exploit various media related interests owned company’s wholly owned subsidiary media technology solutions inc e world operates low risk manner limited financial exposure downside risk maintaining major upside potential e world’s key expertise board members management associates gives major advantage successfully exploit ‘green energy’ business focus pipeline opportunities rights proprietary technologies green energy real estate e world opportunity acquire real estate properties partner real estate owners favorable terms various partners developing plans renewable energy developments real estate offer major longterm opportunity company developments unique advantages reason location makes particularly attractive planned development greatly enhanced ‘green energy’ focus design build operation development real estate developments ‘ring fenced’ new corporations structured facilitate investment acquisition completion development issue preferred stock investors preferential position receipt dividends earnings corporation also offering investors opportunity convert e world common stock whenever wish e world also opportunity convert common stock significant premium investment price preferred stock investors security preferential terms simultaneously benefit potential growth e world common stock ‘net zero’ homes e world assembled housing solutions program combines cumulative effect various elements maximize potential green energy efficiency sustainable material usage housing projects include green energy building design ii green building materials iii solar wind onsite energy creation iv onsite energy storage smartgrid interface v green energy appliances heating cooling lighting water kitchen appliances green energy housing design lower utility bills provide improved comfort increase longterm project value housing development comply latest expected future energy codes housing solution adapted cost housing programs well adaptable number uses including vacation recreational housing cabins renewable energy storage related business renewable energy creation storage key area future business e world combining major strategic partnerships proprietary technology owners e world combining partners agent technologies e world locations exclusively applications energy generation storage partnerships include following energy storage systems lithium ion phosphate based rechargeable battery storage system scalable integrates grid balancing surplus deficits power needs ii electric vehicles e world plans agent full range electric vehicles real estate developments offer range opportunities onsite use marketing iii proprietary wind generation systems power efficiency technologies wind solutions scale small units large scale community energy units providing low impact wind units low maintenance ideally suited residential locations proposed development iv new basalt based basalt fiber based processes technologies producing products patented designs large small scale civil construction transportation housing projects green energy media e world store e world long history expertise media especially tv projects developing weekly tv show showcase green energy developments advise latest technologies give cost saving advise provide information government incentives rebates e world also plans retailer wholesaler green energy products inlcuding propietary technology rights applications seek add complete range green energy products direct online tv direct respose sales financial condition results operations comparison results operations year ending december 31 2010 december 31 2009 company reported net income 2652618 year ending december 31 2009 versus net loss 165760 year ending december 31 2010 year ending december 31 2009 primary contributors net income 2652618 included professional fees 154185 general administrative expenses 73934 provision bad debts 101337 loan fees totaling 92253 interest expense 2009 134780 gain 3041239 resulting conversion loans notes accumulated interest year ending december 31 2010 primary contributors net loss 165760 included professional fees 138375 general administrative expenses 17271 interest expense 9000 loss foreign currency exchange 1113 prior period comparisons results impacted developing operations termination operations periods covered liquidity capital resources year ending december 31 2010 net cash used operating activities totaled 306 cash provided investing activities totaled 950 sales subsidiary stock cash prior acquisition cash provided financing activities totaled 0 increase cash period 644 year ending december 31 2009 net cash used operating activities totaled 322449 cash used investing activities totaled 0 cash provided financing activities totaled 318728 included 250000 sale common stock cash 68728 conversion notes decrease cash period 3721 convertible notes april 2009 company entered series agreements various holders convertible notes outstanding amount 2226185 convert full amount 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock may 2010 company acquired media technology solutions inc media technology holds 8 convertible note blue atelier inc majority shareholder e world convertible note issued media technology connection purchase intangible assets note matures september 30 2011 interest due maturity may converted e world common stock price agreed material impact known events liquidity general economic financial credit problems experienced throughout world markets economies resulting general reduction available credit investment funds identified known trends known demands commitments events uncertainties result reasonably likely result material increase decrease liquidity historically financed operations sale common equity continue experience difficulties current financial environment past limited operational history lack current revenues impact financing efforts sustain expand operations global economic condition cash flow requirements operations december 31 2010 available cash 721 based historical cash needs require approximately 150000 operations per year currently legal accounting expenses revenue generating operations rely advances majority shareholder fund operating needs going concern continuation going concern dependent upon obtaining additional working capital necessary sustain current status shown accompanying financial statements company incurred accumulated deficit 4514336 inception april 01 2010 153860 development stage april 1 2010 december 31 2010 future company dependent upon ability obtain additional financing management plans seek additional financing debt sale common stock private placements assurance raise sufficient funds continue financial statements include adjustments relating recoverability classification recorded assets amounts classification liabilities might necessary event company cannot continue existence offbalance sheet arrangements offbalance sheet arrangements financing activities special purpose entities item 8 item 7 management’s discussion analysis financial condition results operations green energy renewable solutions inc common stock quoted overthecounter bulletin board symbol “ewrlqb” first available quotations overthecounter bulletin board appeared end january 2007 quotations provided counter market reflect interdealer prices without retail markup markdown commissions may represent actual transactions prices included obtained sources believed reliable holders total shares outstanding december 31 2011 46262480 9252499 post 5 1 reverse split held approximately 70 shareholders record undetermined number holders street name dividend policy green energy renewable solutions inc never paid cash dividend common stock anticipate paying cash dividends common stock next 12 month period intend follow policy retaining earnings finance growth business anticipate paying cash dividends foreseeable future declaration payment future dividends common stock sole discretion board directors depend profitability financial condition capital requirements statutory contractual restrictions future prospects factors deemed relevant managements discussion analysis financial condition results operations forwardlooking statements statement may include projections future results “forward looking statements” term defined section 27a securities act 1933 amended “securities act” section 21e securities exchange act 1934 amended “exchange act” statements included annual report statements historical fact forward looking statements although management believes expectations reflected forward looking statements reasonable give assurance expectations prove correct critical accounting policies preparation financial statements related disclosures conformity accounting principles generally accepted united states requires us make judgments assumptions estimates affect amounts reported note 2 accompanying notes consolidated financial statements describes significant accounting policies used preparation financial statements certain significant accounting policies considered critical accounting policies defined critical accounting policy defined one material presentation financial statements requires management make difficult subjective complex judgments could material effect financial condition results operations specifically critical accounting estimates following attributes · required make assumptions matters highly uncertain time estimate · different estimates could reasonably used changes estimate reasonably likely occur would material effect financial condition results operations estimates assumptions future events effects cannot determined certainty base estimates historical experience various assumptions believed applicable reasonable circumstances estimates may change new events occur additional information obtained operating environment changes historically minor included consolidated financial statements soon became known based critical assessment accounting policies underlying judgments uncertainties affecting application policies management believes financial statements fairly stated accordance accounting principles generally accepted united states present meaningful presentation financial condition results operations aimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different green energy renewable solution’s business plan green energy renewable solutions fka e world business plan centered processing recycling waste materials creation energy waste products green energy renewable solutions business model rapid growth multistage model initially company generate revenue tipping fees acceptance construction demolition waste material november 2011 company acquired first location construction demolition waste processing highland park michigan soon permitting approved company also generate revenue sale processed construction demolition recyclables primarily metal plastic cardboard asphalt wood next stage development onsite wastetoenergy wte processing plant company use processed construction demolition waste produce electricity sell local utilities municipalities power purchase agreements ppas asset purchase agreement green renewable solutions inc company acquired certain contacts including contract disposal specialties llc “disposable specialties” supply construction demolition debris cd terms contract disposal specialties deliver 1000 tons construction demolition waste per day company’s highland park facility company guaranteed minimum “tipping” fee 1000 per ton delivered construction demolition waste reports estimate average 10000 tons construction demolition material generated southeast michigan market daily addition current volume construction demolition waste generation city detroit received federal funding demolish structures within city exceeded useful life program estimated 10000 structures demolished next 45 years company well positioned compete expanding volume company believes current commitments indications interest exceed contracted 1000 tons construction demolition waste per day facility financial condition results operations comparison results operations years ending december 31 2011 december 31 2010 company reported net loss 336602 year ending december 31 2011 versus net loss 165760 year ending december 31 2010 year ending december 31 2011 primary contributors net loss 336602 professional fees 241280 development project 14125 construction demolition waste project 38843 travel expense 15272 interest expense 2011 12000 year ending december 31 2010 primary contributors net loss 165760 included professional fees 138375 general administrative expenses 17271 interest expense 9000 loss foreign currency exchange 1113 prior period comparisons results impacted developing operations periods covered liquidity capital resources year ending december 31 2011 net cash used operating activities totaled 180841 cash generated financing activities 213188 sale common stock cash used investing activities totaled 32752 decrease cash period 405 year ending december 31 2010 net cash used operating activities totaled 66920 cash provided investing activities totaled 950 sales subsidiary stock cash prior acquisition cash provided financing activities totaled 66614 increase cash period 644 convertible notes may 2010 company acquired media technology solutions inc media technology holds 8 convertible note blue atelier inc majority shareholder green energy renewable solutions convertible note issued media technology connection purchase intangible assets note matures june 30 2012 interest due maturity may converted common stock price agreed year part internal reorganization ownership media technology assigned e world corp wholly owned subsidiary green energy renewable solutions balance sheet date e world corp including subsidiary company media technology solutions inc spun separate private company way share dividend convertible note blue atelier inc together accrued interest remained media technology solutions inc material impact known events liquidity general economic financial credit problems experienced throughout world markets economies resulting general reduction available credit investment funds identified known trends known demands commitments events uncertainties result reasonably likely result material increase decrease liquidity historically financed operations sale common equity continue experience difficulties current financial environment past limited operational history lack current revenues impact financing efforts sustain expand operations global economic condition cash flow requirements operations december 31 2011 available cash 316 based historical cash needs business plan require approximately 250000 operations coming year currently legal accounting expenses revenue generating operations rely advances majority shareholder fund operating needs going concern continuation going concern dependent upon obtaining additional working capital necessary sustain current status shown accompanying financial statements company incurred accumulated deficit 4514336 inception december 31 2011 490462 development stage april 1 2010 december 31 2011 future company dependent upon ability obtain additional financing management plans seek additional financing debt sale common stock private placements assurance raise sufficient funds continue financial statements include adjustments relating recoverability classification recorded assets amounts classification liabilities might necessary event company cannot continue existence offbalance sheet arrangements offbalance sheet arrangements financing activities special purpose entities item 8 item 7 managements discussion analysis financial condition results operations eworld interactive inc common stock quoted overthecounter bulletin board symbol ewrlob first available quotations overthecounter bulletin board appear end january 2007 quotations provided counter market reflect interdealer prices without retail markup markdown commissions may represent actual transactions prices included obtained sources believed reliable period ending open high low close december 31 2009 0045 september 30 2009 002 june 30 2009 0004 0002 march 31 2009 december 31 2008 0001 september 30 2008 001 june 30 2008 005 march 31 2008 013 december 31 2007 040 042 025 033 september 28 2007 042 046 031 041 june 29 2007 096 098 038 049 march 30 2007 066 071 066 january 31 2007 115 117 101 110 holders total shares outstanding december 31 2009 33252480 held approximately 72 shareholders record undetermined number holders street name dividend policy eworld interactive inc never paid cash dividend common stock anticipate paying cash dividends common stock next 12 month period intend follow policy retaining earnings finance growth business anticipate paying cash dividends foreseeable future declaration payment future dividends common stock sole discretion board directors depend profitability financial condition capital requirements statutory contractual restrictions future prospects factors deemed relevant outstanding optionswarrants december 31 2009 warrants eworld interactive inc equity compensation plan information following table provides information march 31 2009 regarding compensation plans equity securities authorized issuance 1 effective march 18 2008 board directors approved adoption stock option plan allowing direct award stock granting stock options directors officers employees consultants acquire total 6000000 shares common stock exercise price option shall less 100 percent fair market value share date grant shall determined board directors company sole discretion 2 march 18 2008 authorized issuance 4090000 shares company officers third party consultants services provided year ended december 31 2007 used market value stock date shares authorized determine amount shares issued charges shares later issued june 2008 recent sales unregistered securities 12 month period ended december 31 2009 company sold 1 25000000 shares e world common stock cash 2 issued 6872830 shares e world common stock conversion convertible notes interest outstanding managements discussion analysis financial condition results operations forwardlooking statements statement may include projections future results forward looking statements term defined section 27a securities act 1933 amended securities act section 21e securities exchange act 1934 amended exchange act statements included annual report statements historical fact forward looking statements although management believes expectations reflected forward looking statements reasonable give assurance expectations prove correct critical accounting policies impairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different revenue recognition online game services company formerly earned revenue sales prepaid game cards prepaid online points online game products sold distributors turn ultimately sell end customers prepaid fees received distributors initially recognized advances customers prepaid fees recognized deferred revenue upon customers online registration activation cards online points players access games free charges may use game points ingame premium features distribution points end users typically made sales prepaid game cards prepaid online points fees prepaid game cards prepaid online points deferred received revenue recognized life premium features premium features consumed unused prepaid cards returned respective distributors upon disposal eworld china august 2008 company longer online game revenue subsequent disposal media production consulting services company recognizes revenue accordance securities exchange commission staff accounting bulletin 104 sab 104 revenue recognition financial statements company accounts revenue principal using guidance eitf 9919 reporting revenue gross principal vs net agent revenue represents invoiced values service net business taxes media production revenue mainly derived consulting services media production american next top model china accordingly related revenue recognized four following criteria met pervasive evidence arrangement exists ii delivery service occurred iii price services fixed determinable iv collection resulting receivable reasonably assured company longer media production revenue subsequent disposal mojo media limited subsidiary august 2008 eworld interactive inc plan operations eworld interactive formerly operated eworld china wwweworldchinacn including www17diancn mojo mediaworks although eworld interactive able launch online game intended mojo media works able produce television show prc intended revenues develop rapidly enough sustain operations company unable obtain sufficient additional financing maintain operations company disposed shanghai eworld china information technologies co ltd eworld china mojo media works limited subsidiaries august 2008 company ceased business online game media production business became shell company functional operations march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 25000000 newly authorized issued common stock eworld interactive inc ewrl executed forty one reverse split presently issued outstanding ewrl common stock exchange 250000 blue atelier provided company non interest bearing loan 250000 costs fees required maintain full reporting status ewrl quotation common stock otcbb advances made loan go towards cost newly issued stock company completed forty one reverse split september 2009 entered series agreements various holders convertible notes convert 2226185 notes payable plus accumulated interest e world common stock aggregate 501283 6872830 shares common stock following blue atelier acquired 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement ewrl company expects seek acquire new operating entity may different business scope may acquisition business venture company makes would conducting reorganization involving issuance company restricted securities reorganization may involve merger combination pursuant state corporate statutes one entities dissolves absorbed may occur consolidation new entity formed company entity combine assets new entity currently contracts agreements operating companies searching shell companies merge eworld interactive inc financial condition results operations comparison results operations year ending december 31 2009 december 31 2008 company reported net loss 2570629 year ending december 31 2008 versus net profit 2652618 extraordinary items year ending december 31 2009 year ending december 31 2008 primary contributors net loss 2570629 included professional fees 592723 general administrative expenses 740224 salaries benefits 473847 office expenses 315364 expenses related impairment intangible assets license fees 1108903 loan fees totaling 53820 interest expense 2008 419099 year ending december 31 2009 primary contributors net profit 2652618 included professional fees 134185 general administrative expenses 73934 provision bad debts 101337 loan fees totaling 92253 interest expense 2009 134780 extraordinary items resulted gains 3041239 resulting conversion loans notes accumulated interest comparatively periods net loss significantly reduced year ended 2009 compared 2008 recorded gains extra ordinary items 3041239 reduction operating costs discontinued operations note prior period comparisons results impacted developing operations termination operations periods covered migration company shell company status results year ending december 31 2009 liquidity capital resources fiscal year ending december 31 2009 net cash used operating activities totaled 322449 cash used investing activities totaled 0 cash provided financing activities totaled 318185 included 250000 sales common stock cash fiscal year ending december 31 2008 net cash used operating activities totaled 1701559 cash used investing activities totaled 6535 purchase fixed assets cash provided financing activities totaled 1456185 included 1056185 convertible notes issued 400000 sales assets reduction cash period 3798 convertible notes july 2007 sold 500000 convertible notes interest rate 12 per annum maturity period 25 january 2008 later extended july 25 2009 notes convertible 20 discount ten day average trading price time request conversion convertible notes beneficial conversion 145800 accreted additional interest year ended december 31 2007 november 2007 sold 450000 convertible notes interest rate 12 per annum maturity period 25 january 2008 later extended july 25 2009 notes convertible 20 discount ten day average trading price time request conversion also convertible notes beneficial conversion 199043 accreted additional interest loans extended convertible notes originally due january 25 2008 july 25 2008 subsequently july 25 2009 terms conditions laid original agreement march 18 2008 authorized 1985874 shares issued convertible note holders 440000 shares issued short term note lender compensation maturity date extensions march 3 2008 sold 50000 convertible note interest rate 12 per annum matures march 3 2009 note convertible 20 discount tenday average trading price stock time request conversion received convertible note beneficial conversion 4348 accreted additional interest expense second quarter 2008 sold 372254 convertible notes aggregate interest rate 12 per annum maturity dates april 5 july 15 2009 notes convertible 20 discount tenday average trading price stock time request conversion received convertible notes beneficial conversion 101509 accreted additional interest expense july 15 2008 sold 100000 convertible note interest rate 12 per annum matures july 15 2009 note convertible 20 discount tenday average trading price stock time request conversion received convertible note beneficial conversion 68269 accreted additional interest expense april 2009 company entered series agreements various holders convertible notes outstanding amount 2226185 convert full amount 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock material impact known events liquidity general economic financial credit problems experienced throughout world markets economies resulting general reduction available credit investment funds identified known trends known demands commitments events uncertainties result reasonably likely result material increase decrease liquidity historically financed operations sale common equity continue experience difficulties current financial environment past limited operational history lack current revenues impact financing efforts sustain expand operations global economic condition cash flow requirements operations december 31 2009 available cash 77 based historical cash needs operations averaging approximately 100000 per year unable sustain current operations forced cease operations result inability satisfying cash requirements loans equity sales currently legal accounting expenses revenue generating operations going concern continuation going concern dependent upon obtaining additional working capital necessary sustain current status shown accompanying financial statements company incurred accumulated deficit 4332436 year ended december 31 2009 future company dependent upon ability obtain additional financing management plans seek additional financing debt sale common stock private placements assurance raise sufficient funds continue financial statements include adjustments relating recoverability classification recorded assets amounts classification liabilities might necessary event company cannot continue existence offbalance sheet arrangements offbalance sheet arrangements financing activities special purpose entities item 8 item 7aquantitative qualitative disclosures market risk eworld corp promissory note november 2 2011 company received funding pursuant convertible promissory note amount 65500 promissory note unsecured bears interest 20 per annum due november 21 2011 currently default blue atleier convertible note may 21 2012 company received funding pursuant convertible promissory note amount 5000 promissory note unsecured bears interest 10 per annum due june 30 2012 currently default item 8 item 7aquantitative qualitative disclosures market risk applicable company smaller reporting company item 8 item 7aquantitative qualitative disclosures market risk applicable item 8 item 8financial statements financial statements together report auditors follows green energy renewable solutions inc financial statements december 31 2012 december 31 2011 green energy renewable solutions inc financial statements table contents report independent registered public accounting firm board directors stockholders green energy renewable solutions inc audited accompanying consolidated balance sheets green energy renewable solutions inca development stage company “company” december 31 2012 2011 related consolidated statements operations stockholders’ deficit cash flows years ended period april 1 2010 development stage entry date december 31 2012 green energy renewable solutions’ management responsible financial statements responsibility express opinion financial statements based audits conducted audits accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit also includes examining test basis evidence supporting amounts disclosures financial statements assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion consolidated financial statements referred present fairly material respects financial position green energy renewable solutions inca development stage company december 31 2012 2011 results operations cash flows years ended period april 1 2010 development stage entry date december 31 2012 conformity accounting principles generally accepted united states america accompanying financial statements prepared assuming company continue going concern discussed note 3 consolidated financial statements company incurred losses operations raise substantial doubt ability continue going concern management’s plans regard matters also described note 3 consolidated financial statements include adjustments might result outcome uncertainty de joya griffith llc henderson nevada april 11 2013 corporate headquarters de joya griffith llc anthem village drive henderson nv 89052 phone 702 5631600 fax 702 9208049 green energy renewable solutions inc development stage company consolidated balance sheets audited accompanying notes integral part consolidated financial statements green energy renewable solutions inc development stage company consolidated statements operations audited accompanying notes integral part consolidated financial statements green energy renewable solutions inc development stage company consolidated statements stockholders’ deficit audited accompanying notes integral part consolidated financial statements green energy renewable solutions inc development stage company consolidated statements cash flows audited accompanying notes integral part consolidated financial statements notes financial statements note 1 nature operations company incorporated florida july 16 1998 name salty’s warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners although company also sold assorted goods 6watches sunglasses sports games december 11 2006 owners aggregate 224500 shares common stock salty’s warehouse inc sold private transaction shares held group approximately 54 purchasers result transaction change control company occurred resulting change name company e world interactive inc “company” “e world” time e world mainly engaged selling online game services media production business mainland china operated sector time company disposed subsidiaries shanghai e world china information technologies co ltd “e world china” mojo media works limited august 2008 following ceased business online game media production business became dormant shell company march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 10000000 newly authorized issued common stock e world interactive inc “ewrl” e world executed forty one reverse split issued outstanding common stock also entered series agreements various holders convertible notes convert notes payable plus accumulated interest e world common stock aggregate 2749132 shares common stock result transaction change control company occurred e world interactive inc blue atelier owning 75 outstanding common stock e world may 2010 company acquired 100 outstanding common stock media technology solutions inc nevada corporation variety media related interests rights emerged dormant shell status consideration purchase media technology 4000000 shares e world common stock blue atelier inc principle shareholder media technology also largest shareholder e world following acquisition media technology accounted similar pooling accordance gaap entities common control september 17 2011 e world entered letter intent “loi” green renewable energy solutions inc “gres” purpose acquire assets gres included certain contracts acceptance processing disposal construction demolition waste part agreement e world changed name green energy renewable solutions “green energy renewable solutions” “gers” effective december 12 2011 part loi green energy renewable solutions fka e world interactive would complete 5 1 reverse split spinout subsidiary company e world corp media technology solutions inc complete transaction issuance stock purchase assets green renewable energy solutions inc january 26 2012 green energy renewable solutions inc fka e world interactive inc completed 5 1 reverse split february 1 2012 e world corp including subsidiary company media technology solutions inc spunout separate private company way share dividend one e world corp share issued every share held date reverse split approval finra approved name change reverse split january 26 2012 february 4 2012 green renewable energy solutions inc executed asset purchase agreement green energy renewable solutions inc fka e world interactive inc issuer herein terms asset purchase agreement green energy renewable solutions fka e world interactive inc purchased assets green renewable energy solutions inc 9209334 common shares green energy renewable solutions inc fka e world interactive inc 4604666 common shares deferred consideration green energy renewable solutions key area business focused development construction demolition waste business opportunity highland park michigan development waste energy opportunities related business green energy renewable solution head office 243 w congress suite 350 detroit michigan 48226 note 2 summary significant accounting policies abasis presentation accompanying consolidated financial statements prepared accordance generally accepted accounting principles united states america “us gaap” significant accounting policies followed company preparation accompanying consolidated financial statements summarized april 1 2010 company entered development stage accumulating net loss 6367235 april 1 2010 december 31 2012 bprinciples consolidation consolidated financial statements include accounts green energy renewable solutions wholly owned subsidiaries july 27 2011 company incorporated new wholly owned subsidiary e world corp may 24 2010 company acquired 100 outstanding stock media technology solutions inc date acquisition media technology 95 owned blue atelier inc majority shareholder green energy renewable solutions interactive inc acquisition accounted means pooling entities date inception media technology february 1 2010 entities common control significant intercompany transactions balances eliminated ownership media technology solutions inc transferred e world corp transaction effect consolidated financial statements december 31 2011 february 04 2012 e world corp spunout green energy renewable solutions ccash cash equivalents company considers highly liquid instruments maturities three months less time issuance cash equivalents duse estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates judgments assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date consolidated financial statements footnotes thereto actual results could differ estimates significant estimates inherent preparation consolidated financial statements include accounting asset impairments reserves established doubtful accounts stockbased compensation depreciation amortization business combinations income taxes litigation matters contingencies esignificant risks uncertainties companys management believes changes following areas could material adverse effect companys future financial position results operations cash flows companys limited operating history company’s ability acquire new companies profitable operations company’s ability generate revenue positive cash flow advances trends new technologies industry standards competition competitors regulatory related factors risks associated companys ability attract retain employees necessary support growth risks associated companys growth strategies fimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different gleases leases substantially risks rewards ownership assets remain leasing company accounted operating leases company leasing real estate monthtomonth basis 243 w congress suite 350 detroit michigan 48226 htaxation company accounts income taxes provisions financial accounting standards board’s accounting standards codification “asc” 740 “income taxes” asc 740 income taxes accounted asset liability method deferred taxes determined based upon differences financial reporting tax bases assets liabilities currently enacted statutory tax rates years differences expected reverse effect deferred taxes change tax rates recognized income period change valuation allowance provided deferred tax assets extent likely deferred tax assets realized total income tax provision includes current tax expenses applicable tax regulations change balance deferred tax assets liabilities company follows accounting guidance provides tax benefit uncertain tax position may recognized likely position sustained upon examination including resolutions related appeals litigation processes based technical merits income tax provisions must meet likelythannot recognition threshold effective date recognized initially subsequent periods ibasic diluted net earnings loss per share company computes net income loss per share accordance asc 20510 requires presentation basic diluted earnings per share “eps” face income statement basic eps computed dividing net income loss available common shareholders numerator weighted average number shares outstanding denominator period diluted eps gives effect potentially dilutive common shares outstanding period computing diluted eps average stock price period used determining number shares assumed purchased exercise stock options warrants diluted eps excludes potentially dilutive shares effect antidilutive presented accompanying statements jfair value financial instruments carrying value company’s financial instruments including cash amounts due shareholdersrelated parties accounts payables approximate respective fair values due immediate shortterm maturity instruments management’s opinion company exposed significant interest price credit risks arising financial instruments kconcentration credit risk financial instruments potentially expose company significant concentrations credit risk consist principally cash company places cash financial institutions highcredit ratings lstockbased compensation company adopted fasb accounting standards codification topic 71810 “compensation stock compensation” “asc 71810” requires measurement recognition compensation expense stockbased payment awards made employees directors fair value recognition provisions asc 71810 stockbased compensation cost measured grant date based fair value award recognized expense vesting period company accounts equity instruments issued exchange receipt goods services employees accordance fasb asc 71810 conclusions reached fasb asc 50550 costs measured estimated fair market value consideration received estimated fair value equity instruments issued whichever reliably measurable value equity instruments issued consideration employee services determined earliest performance commitment completion performance provider goods services defined fasb asc 50550 mrecent accounting pronouncements company evaluated recent pronouncements accounting standards updates “asu” 201305 believes none material impact company’s financial position results operations cash flows note 3 going concern accompanying consolidated financial statements prepared assuming continue going concern company minor revenue periods presented accumulated deficit 4514336 recorded company prior april 1 2010 accumulated deficit since entry development stage april 1 2010 6367325 ability continue going concern dependent upon creation profitable operations company operated principally assistance interest free loan advances major shareholder blue atelier inc also intend use borrowings security sales mitigate effects cash position however assurance given debt equity financing required available consolidated financial statements include adjustments relating recoverability classification recorded assets classification liabilities might necessary unable continue going concern note 4 related party transactions company records transactions commercial substance related parties fair value determined management amounts due shareholdersrelated parties noninterest bearing unsecured due upon demand following list related party balances december 31 2012 december 31 2011 accounts payable related party balance include amounts due officers directors company joe durant gerry shirren frank donnell eworld corp promissory note november 2 2011 company received funding pursuant convertible promissory note amount 65500 promissory note unsecured bears interest 20 per annum due november 21 2011 currently default june 21 2012 note holder waived interest related note blue atleier convertible note may 21 2012 company received funding pursuant convertible promissory note amount 5000 promissory note unsecured bears interest 10 per annum due june 30 2012 currently default note holder may convert entire note accrued interest 0001 per share company determined value associated beneficial conversion feature connection notes 5000 aggregate beneficial conversion feature accreted charged financing expense amount 5000 december 31 2012 related party transactions include executive directors compensation consultancy fee charges years ending december 31 2012 2011 april 17 2012 board approved issue common stock bonus incentive company management issue 5200000 shares common stock ceo joe durant executive vice president business development frank donnell 2600000 shares common stock cfo gerry shirren totaling value 3315000 included executive directors compensation totaling 3526970 stock issued reflects effect stock dividendforward split note 5 spinout e world corp share dividend way assignment agreement e world corp green energy renewable solutions number agreements letters intent various rights obligations relating rights held green energy renewable solutions inc assigned accepted e world corp addition media technology solutions inc became wholly owned subsidiary e world corp transfer stock held green energy renewable solutions inc e world corp additional agreement green energy renewable solutions inc e world corp e world corp assumed liabilities held green energy renewable solutions inc various related parties shareholders return full payment balancing payable amount due e world corp remain companies unsecured debt without interest transactions facilitate agreement entered green energy renewable solutions inc green renewable energy solutions inc august 27 2011 subsequently cancelled replaced new agreement september 17 2011 see note 6 e world corp completed forward split common stock 5 1 following e world corp 9252526 shares outstanding amount stock outstanding green energy renewable solutions inc january 31 2012 allow share dividend one share e world corp green energy renewable solutions share held date effective january 31 2012 spinout e world corp completed share distribution 9252526 shares e world corp common stock effect green energy renewable solutions balance sheet set forth book value e world corp’s net assets liabilities date spinout 259028 net book value e world corp net assets negative impact green energy renewable solutions balance sheet increase additional paidin capital 259028 since shareholders green energy renewable solutions also shareholders e world corp spinout transaction recorded based accounting entities common control consolidated statement operations year ended december 31 2012 includes e world corp subsidiaries period january 1 2012 january 31 2012 consolidated statement operations includes following relating e world corp december 31 2012 amounts owed company e world corp totaled 201662 note 6 asset purchase agreement green renewable energy solutions september 17 2011 green energy renewable solutions inc “the “company” entered letter intent “loi” green renewable energy solutions inc “gres” purpose cancel binding letter intent entered parties july 27 2011 replace new agreement effect letter intent completed execution asset purchase agreement executed february 4 2012 following completion reverse split spin set letter intent letter intent agreement summarized company acquire assets gres including contracts entered gres regard acceptance processing disposal construction demolition waste dated may 19 2011 municipal solid waste agreement dated september 7 2011 agreements relating financing energy waste disposal projects ii company change name immediately green energy renewable solutions inc iii consideration acquisition gres issue new common stock company completion issue existing shareholders company gres company equal amount iv board company change immediate effect reflect 5050 ownership joe durant appointed chief executive officer company v prior completion transaction issue company’s stock consideration company spinout wholly owned subsidiaries media technology solutions inc e world corp independent public companies e world corp retain ownership e world name websites existing agreements licenses projects development project developed gres vi february 4 2012 company executed asset purchase agreement completed purchase assets green renewable energy solutions inc namely contracts agreements referred 9209344 common shares green energy renewable solutions inc 4604666 common shares deferred consideration clarification amendment loi dated september 17 2011 green renewable energy solutions inc asset purchase agreement parties agreed follows 1capital structure capital structure 5050 basis based ownership blue atelier company controlling shareholder exclude nonrelated parties shareholding public float 2temporary adjustment capital structure recognition fact e world corp provided continues provide funding cover number expenses relating operation company green renewable energy solutions inc contributed proportionately expenses temporary adjustment made 5050 capital structure outlined parties agree amount funded expense items repaid full e world corp blue atelier provider funds new company operation achieves “pro forma‟ projections capital structure 6040 basis e world controlling shareholders 5050 set 1 adjustment capital structure outlined resulted deferred consideration 2303333 shares asset purchase agreement asset purchase agreement completed february 04 2012 assets purchased consisted principally certain contracts supply waste technology support consideration respect asset purchase share issue set 1consideration purchase consideration follows ifour million six hundred four thousand six hundred sixty seven shares 4604667 green energy renewable energy common stock iitwo million three hundred two thousand three hundred thirty three shares 2302333 deferred consideration “further deferred consideration” payable amounts advances expense items repaid full e world corp blue atelier provider funds new company operation achieves year 1 “pro forma‟ projections set clarification letter intent dated october 26 2011 december 31 2012 e world corp andor bllue atelier repaid new company achieved projections none deferred consideration payable 2the assets purchased consisted number contracts follows igreen renewable energy solutions inc disposal specialities llc dated may 19 2011 acceptance processing disposal construction waste iigreen renewable energy solutions inc disposal specialities llc dated september 07 2011 acceptance processing disposal construction waste iiiagreement cooperate green renewable energy solutions inc foton technologies llc dated march 21 2011 foton technologies llc gave notice termination agreement cooperate june 5 2012 december 31 2012 proposed funding highland park waste conversion recycling project progress outcome uncertain time value attributed intangible assets acquired fully impaired charge 690700 year ended december 31 2012 note 7 waste project expense company incurred expenses totaling 182448 one year period ending december 31 2012 development waste diversion projects highland park michigan yabucoa landfill project puerto rico expenses included professional fees lease payments utilities insurance highland park michigan initial construction demolition waste processing planned 15 acre site highland park michigan company acquired parcel real estate lincoln ave highland park mi november 2011 leased real estate option purchase company exploring alternative locations highland park location deemed unsuitable environmental reasons following fire derelict building real estate parcel company leased yabucoa landfill puerto rico together partner landfill solutions corporation company planning remediate manage yabucoa municipal landfill closed since 2011 remediation plan designed bring landfill current operating standards reopen landfill operations developing recycling waste conversion facilities parties jointly commenced detailed environmental studies preparation development plans full permitting landfill remediation works waste diversion program operational project accept process 500 tons per day msw four long term municipal contracts rate starting 17 per ton escalating 35 per ton 5 years eventual outcome developments remains uncertain permitting process completed project completion funding place process currently underway reaches satisfactory conclusion company decided expense cost related projects note 8 operating lease commitments company currently leases office space month basis head office 243 w congress suite 350 detroit michigan 48226 company agreed purchase real estate highland park michigan 48203 pending closure purchase company leasing real estate month basis note 9 convertible notes asher enterprises promissory note july 10 2012 july 10 2012 company received funding pursuant convertible promissory note amount 32500 consisted 30000 cash proceeds 2500 discount related legal cost associated note promissory note unsecured bears interest 8 per annum matures april 12 2013 year period ended december 31 2012 company accrued 1239 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading immediately prior conversion date conversion feature related note accounted original issue discount totalling 24946 december 31 2012 convertible note payable totalling 49131 recorded net unamortized debt discount accrued interest discount 8316 asher enterprises promissory note ii august 28 2012 august 28 2012 company received funding pursuant convertible promissory note amount 32500 consisted 30000 cash proceeds 2500 discount related legal cost associated note promissory note unsecured bears interest 8 per annum matures may 30 2013 year period ended december 31 2012 company accrued 890 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date conversion feature related note accounted original issue discount totalling 24947 december 31 2012 convertible note payable totalling 43589 recorded net unamortized debt discount accrued interest 13857 asher enterprises promissory note iii october 12 2012 october 12 2012 company received funding pursuant convertible promissory note amount 27500 consisted 25000 cash proceeds 2500 discount related legal cost associated note promissory note unsecured bears interest 8 per annum matures july 16 2013 year period ended december 31 2012 company accrued 482 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date conversion feature related note accounted original issue discount totalling 21109 december 31 2012 convertible note payable totalling 34536 recorded net unamortized debt discount accrued interest 14073 asher enterprises promissory note iv november 29 2012 november 29 2012 company received funding pursuant convertible promissory note amount 27500 consisted 25000 cash proceeds 2500 discount related legal cost associated note promissory note unsecured bears interest 8 per annum matures september 3 2013 year period ended december 31 2012 company accrued 193 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date conversion feature related note accounted original issue discount totalling 21109 december 31 2012 convertible note payable totalling 29845 recorded net unamortized debt discount accrued interest 18764 jmj financial promissory note iv october 21 2012 october 21 2012 company received funding pursuant convertible promissory note amount 35000 promissory note unsecured bears interest 5 per annum matures september 30 2013 year period ended december 31 2012 company accrued 292 interest expense note may converted option holder common stock company conversion price 58 market price market price defined average lowest three last ten closing trading prices otcbb applicable trading market immediately prior conversion date conversion feature related note accounted original issue discount totalling 29141 december 31 2012 convertible note payable totalling 40721 recorded net unamortized debt discount accrued interest 23420 december 31 2012 company reserved total 18826000 shares common stock potential conversion promissory notes note 10 income taxes company provides income taxes fasb asc 740 income taxes fasb asc 740 requires use asset liability approach accounting income taxes deferred tax assets liabilities recorded based differences financial statement tax bases assets liabilities tax rates effect currently fasb asc 740 requires reduction deferred tax assets valuation allowance based weight available evidence likely deferred tax assets realized company’s opinion uncertain whether generate sufficient taxable income future fully utilize net deferred tax asset accordingly valuation allowance equal deferred tax asset recorded total deferred tax asset 655758 117811 2011 calculated multiplying 35 estimated tax rate cumulative nol 1873594 total valuation allowance 655758 113611 2011 details last two periods follow december 31 2012 company available unused federal operating loss carry forwards approximately 6613265 1739671 2011 federal taxes may provide future tax benefits expiring 2021 2032 note 11 stockholders equity december 31 2012 company 150000000 shares common stock authorized par value 0001 5000000 shares par preferred stock issues may 25 2010 company issued 4000000 newly authorized issued common stock acquisition 100 outstanding stock media technology solutions inc accordance stock purchase agreement shareholders blue atelier inc time acquisition 95 shareholder media technology solutions inc july 08 2010 company issued 4000 newly authorized issued common stock services 150 february 1 2011 media technology wholly owned subsidiary issued 3800000 shares newly authorized issued common stock 950 cash 200000 shares newly authorized issued common stock services 50 october 4 2011 company issued 1200000 shares newly authorized issued common stock 150000 cash january 26 2012 finra approved 5 1 reverse stock split issued outstanding common stock split retroactively applied financial statements resulting decrease number shares common stock outstanding corresponding increase additional paidin capital shares amounts retroactively restated reflect reverse stock split april 3 2012 company settled accounts payable totaling 131878 amounts outstanding since 2009 april 19 2012 accounts payable totaling 121878 settled issuance 13000000 shares common stock date settlement closing price company’s common stock 010 per share resulting loss settlement 518122 year ended december 31 2012 april 17 2012 board directors company approved issuance 13000000 shares restricted common stock key executives directors company bonus incentive june 27 2012 company announced board directors approved one share one share stock dividend company’s common stock regarding effective forward split shareholder record close business june 29 2012 received one additional share every outstanding share held record date articles amended reflect july 16 2012 received finra approval july 27 2012 share amounts financial statements restated reflect dividend shareforward split stock issued reflects effect stock dividendforward split stock issued year ended december 31 2012 valued closing market price shares either date approved board directors date settlement date services deemed rendered please see outline shares issuances year ended december 31 2012 stock issued reflects effect stock dividendforward split december 31 2012 december 31 2011 company 62636850 18505052 9252526 shares prior stock dividendforward split shares common stock outstanding respectively number shares issues referred note 11 show retroactive application stock splitsstock payable june 27 2012 company entered stock purchase agreement diamond transport ltd company sell one million shares common stock 050 per share closing sale july 15 2012 100000 received advance payment july 05 2012 advance payment 100000 received july 20 2012 50000 received august 20 2012 closing date transaction upon receipt outstanding balance 350000 december 31 2012 shares issued company recorded 150000 stock payable august 14 2012 company entered 6 month professional services agreement company pays consultant 5000 cash 5000 worth common stock month december 31 2012 company recorded 20000 stock payable related contract july 1 2012 company entered nine month professional services agreement company pays consultant 250000 share common stock december 31 2012 company liable 120000 shares common stock valued 6612 november 1 2012 company entered professional services agreement company agreed pay consultant 50000 work companys common stock december 31 2012 shares issued entire liability recorded stock payable september 20 2012 company entered employment agreement company agreed issue 50000 shares common stock valued 6995 commencement bonus december 31 2012 shares issued entire liability recorded stock payable note 11 subsequent events pursuant asher enterprises promissory note july 10 2012 described note 9 balance note accrued interest converted 1153846 shares common stock january 22 2013 pursuant asher enterprises promissory note july 10 2012 described note 9 1200000 principal converted 1188119 shares common stock february 11 2013 pursuant asher enterprises promissory note july 10 2012 described note 9 550000 principal 130000 accrued interest converted 1000000 shares common stock february 25 2013 pursuant asher enterprises promissory note ii august 28 2012 described note 9 1150000 principal converted 3108108 shares common stock march 12 2013 pursuant asher enterprises promissory note ii august 28 2012 described note 9 710000 principal converted 3086957 shares common stock march 27 2013 management hired full time chief financial officer mr roger silverthorn february 1 2013 past experience cpa auditor ceo renewable energy company multiple locations domestic foreign provides valuable reference implementing practical financial controls building financial framework company mr silverthorn’ salary 125000 annually effective february 1 2013 january 1 2013 mr durant mr donnell became employees company mr durant’s annual compensation increased 125000 annually effective january 1 2013 item 9 item 8financial statements supplemental data report independent registered public accounting firm board directors cirque energy inc fka green energy renewable solutions inc detroit michigan audited accompanying consolidated balance sheets cirque energy inc fka green energy renewable solutions inc december 31 2013 2012 related consolidated statements operations stockholders’ deficit cash flows years ended consolidated financial statements responsibility company’s management responsibility express opinion consolidated financial statements based audit conducted audit accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company determined required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion consolidated financial statements referred present fairly material respects financial position cirque energy inc fka green energy renewable solutions inc december 31 2013 2012 results operations cash flows years ended conformity accounting principles generally accepted united states america accompanying consolidated financial statements prepared assuming cirque energy inc fka green energy renewable solutions inc continue going concern discussed note 3 financial statements company incurred losses operations negative working capital need additional capital grow operations become profitable factors raise substantial doubt company’s ability continue going concern management’s plans regard matters described note 3 accompanying consolidated financial statements include adjustments might result outcome uncertainty klj associates llp klj associates llp st louis park mn january 12 2015 cirque energy inc fka green energy renewable solutions inc consolidated balance sheets accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc consolidated statements operations accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc consolidated statements stockholders’ deficit accompanying notes integral part consolidated financial statements cirque energy inc fka green energy renewable solutions inc consolidated statements cash flows accompanying notes integral part consolidated financial statements notes financial statements note 1 nature operations company incorporated florida july 16 1998 name salty’s warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners although company also sold assorted goods watches sunglasses sports games december 11 2006 owners aggregate 22450000 shares common stock salty’s warehouse inc sold private transaction shares held group approximately 54 purchasers result transaction change control company occurred resulting change name company e world interactive inc “company” “e world” time e world mainly engaged selling online game services media production business mainland china operated sector time company disposed subsidiaries shanghai e world china information technologies co ltd “e world china” mojo media works limited august 2008 following ceased business online game media production business became dormant shell company march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 25000000 newly authorized issued common stock e world interactive inc “ewrl” e world executed forty one reverse split issued outstanding common stock also entered series agreements various holders convertible notes convert notes payable plus accumulated interest e world common stock aggregate 6872830 shares common stock result transaction change control company occurred e world interactive inc blue atelier owning 75 outstanding common stock e world may 2010 company acquired 100 outstanding common stock media technology solutions inc nevada corporation variety media related interests rights emerged dormant shell status consideration purchase media technology 10000000 shares e world common stock blue atelier inc principle shareholder media technology also largest shareholder e world following acquisition e world moved principal office las vegas nevada acquisition media technology accounted similar pooling accordance gaap entities common control september 17 2011 e world entered letter intent “loi” green renewable energy solutions inc “gres” purpose acquire assets gres included certain contracts acceptance processing disposal construction demolition waste part agreement e world changed name green energy renewable solutions “green energy renewable solutions” “gers” effective december 12 2011 part loi green energy renewable solutions fka e world interactive inc would complete 5 1 reverse split spinout subsidiary company e world corp media technology solutions inc complete transaction issuance stock purchase assets green renewable energy solutions inc january 26 2012 green energy renewable solutions inc fka e world interactive inc completed 5 1 reverse split february 1 2012 e world corp including subsidiary company media technology solutions inc spunout separate private company way share dividend one e world corp share issued every share held date reverse split approval finra approved name change reverse split january 26 2012 february 4 2012 green renewable energy solutions inc executed asset purchase agreement green energy renewable solutions inc fka e world interactive inc issuer herein terms asset purchase agreement green energy renewable solutions fka e world interactive inc purchased assets green renewable energy solutions inc 4604667 common shares green energy renewable solutions inc fka e world interactive inc 2302333 common shares deferred consideration april 29 2013 company formed green harvest landfill llc delaware limited liability company solely owned subsidiary sole purpose acquiring davison landfill offer made accepted bankruptcy trustee possession davison landfill subsequently transaction close green harvest landfill llc lays dormant may 15 2013 company entered contribution agreement cirque energy ii llc whereby cirque energy ii llc would contribute assets exchange stock company included cirque energy ii llc assets three subsidiary limited liability companies prototype company llc gaylord power station llc midland renewable energy station llc transaction awaits regulatory approval language included proxy statement approval 300000000 additional authorized shares common stock currently reflected financial statements july 2013 green energy renewable solutions inc requested name change cirque energy inc “company” amending articles incorporation state florida granted finra approval name change trading symbol continues pending cirque energy inc’s key area business focused securing waste streams including limited construction demolition municipal solid waste streams maximizing values recycling waste energy opportunities november 14 2013 cirque energy inc northrop grumman systems corporation entered joint development agreement continue technology development deployable gasification unit dgu towards end develop dgu prototype testing demonstration consideration cirque energy inc fund develop test unit northrop grumman wishes permit intellectual property used cirque energy provided prototype success device deemed viable division responsibilities obligations customer sales privileges outlined mutually drafted agreed business marketing plan define intent joint development agreement february 1 2014 cirque energy inc changed head office 645 griswold suite 3274 detroit mi 48226 243 w congress suite 350 detroit mi 48226 restatement year ended december 31 2012 company issued convertible promissory notes “notes” described note 7 notes originally accounted accordance asc 480 liabilities distinguishing liabilities equity company determined appropriate account notes asc 480 monetary value predominately based one three factors asc 480102514 due underlying volatility company stock conversion formula notes conversion feature notes accounted accordance asc 815 derivatives hedging application asc 815 results recognition derivative liability conversion feature embedded notes addition several liabilities paid issuance common stock prior june 27 2012 june 27 2012 stock dividendforward split one share every existing share date record liabilities recorded error valued post dividendforward split value rather value date issuance changes values reflected following notes summary effect restatement follows note 2 summary significant accounting policies abasis presentation accompanying consolidated financial statements prepared accordance generally accepted accounting principles united states america “us gaap” significant accounting policies followed company preparation accompanying consolidated financial statements summarized bprinciples consolidation consolidated financial statements include accounts cirque energy inc wholly owned subsidiaries july 27 2011 company incorporated new wholly owned subsidiary e world corp may 24 2010 company acquired 100 outstanding stock media technology solutions inc date acquisition media technology 95 owned blue atelier inc majority shareholder company acquisition accounted means pooling entities date inception media technology february 1 2010 entities common control significant intercompany transactions balances eliminated ownership media technology solutions inc transferred e world corp transaction effect consolidated financial statements december 31 2011 february 4 2012 e world corp spunout company april 29 2013 company formed green harvest landfill llc delaware limited liability company solely owned subsidiary sole purpose acquiring davison landfill significant intercompany transactions balances eliminated ccash cash equivalents company considers highly liquid instruments maturities three months less time issuance cash equivalents duse estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates judgments assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date consolidated financial statements footnotes thereto actual results could differ estimates esignificant risks uncertainties companys management believes changes following areas could material adverse effect companys future financial position results operations cash flows companys limited operating history company’s ability acquire new companies profitable operations company’s ability generate revenue positive cash flow advances trends new technologies industry standards competition competitors regulatory related factors risks associated companys ability attract retain employees necessary support growth risks associated companys growth strategies fimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different gleases leases substantially risks rewards ownership assets remain leasing company accounted operating leases htaxation company accounts income taxes provisions financial accounting standards board’s accounting standards codification “asc” 740 “income taxes” asc 740 income taxes accounted asset liability method deferred taxes determined based upon differences financial reporting tax bases assets liabilities currently enacted statutory tax rates years differences expected reverse effect deferred taxes change tax rates recognized income period change valuation allowance provided deferred tax assets extent likely deferred tax assets realized total income tax provision includes current tax expenses applicable tax regulations change balance deferred tax assets liabilities company follows accounting guidance provides tax benefit uncertain tax position may recognized likely position sustained upon examination including resolutions related appeals litigation processes based technical merits income tax provisions must meet likelythannot recognition threshold effective date recognized initially subsequent periods ibasic diluted net earnings loss per share company computes net income loss per share accordance asc 20510 requires presentation basic diluted earnings per share “eps” face income statement basic eps computed dividing net income loss available common shareholders numerator weighted average number shares outstanding denominator period diluted eps gives effect potentially dilutive common shares outstanding period computing diluted eps average stock price period used determining number shares assumed purchased exercise stock options warrants diluted eps excludes potentially dilutive shares effect antidilutive presented accompanying statements jfair value financial instruments carrying value company’s financial instruments including cash amounts due shareholdersrelated parties accounts payables approximate respective fair values due immediate shortterm maturity instruments management’s opinion company exposed significant interest price credit risks arising financial instruments kconcentration credit risk financial instruments potentially expose company significant concentrations credit risk consist principally cash company places cash financial institutions highcredit ratings lstockbased compensation company adopted fasb accounting standards codification topic 71810 “compensation stock compensation” “asc 71810” requires measurement recognition compensation expense stockbased payment awards made employees directors fair value recognition provisions asc 71810 stockbased compensation cost measured grant date based fair value award recognized expense vesting period company accounts equity instruments issued exchange receipt goods services employees accordance fasb asc 71810 conclusions reached fasb asc 50550 costs measured estimated fair market value consideration received estimated fair value equity instruments issued whichever reliably measurable value equity instruments issued consideration employee services determined earliest performance commitment completion performance provider goods services defined fasb asc 50550 mrecent accounting pronouncements june 2014 financial accounting standards board “fasb” issued accounting standards update “asu” 201410 “development stage entities” amendments update remove definition development stage entity master glossary asc thereby removing financial reporting distinction development stage entities reporting entities us gaap addition amendments eliminate requirements development stage entities 1 present inceptiontodate information statements income cash flows shareholder equity 2 label financial statements development stage entity 3 disclose description development stage activities entity engaged 4 disclose first year entity longer development stage entity prior years development stage amendments update applied retrospectively adoption asu 201410 removed development stage entity financial reporting requirements company note 3 going concern accompanying consolidated financial statements prepared assuming continue going concern company reported sales periods presented accumulated deficit 11505084 ability continue going concern dependent upon creation profitable operations company operated principally assistance interest free loan advances convertible debt major shareholders also intend use borrowings security sales mitigate effects cash position however assurance given debt equity financing required available consolidated financial statements include adjustments relating recoverability classification recorded assets classification liabilities might necessary unable continue going concern note 4 related party transactions company records transactions commercial substance related parties fair value determined management amounts due shareholdersrelated parties noninterest bearing unsecured due upon demand following list related party balances december 31 2013 december 31 2012 calendar year 2013 e world corp blue atelier inc ceased related party disclosures reflect change secured note due e world corp paid 2013 described note 7 “due e world” reduced 20000 2013 related party transactions period include salary consultancy fees year ending december 31 2013 follows company recorded 21340 0 payroll tax liabilities year ended december 31 2013 2012 respectively related payments made executives accrued compensation obligation 381927 recorded accrued salaries wages 69427 stock payable 312500 december 31 2013 consolidated balance sheet january 20 2014 board directors approved issue 38194 shares class b preferred stock satisfaction 381927 obligation due officers directors blue atelier inc promissory note may 20 2013 may 20 2013 company received funding pursuant promissory note amount 150000 promissory note secured breakup fee asset purchase agreement bid procedures agreement relation purchase davison landfill preferential payment funding lending agreements related purchase davison landfill 10000000 shares company stock promissory note bears interest 6 interest loan premium 75000 matures july 1 2013 december 31 2013 75000 discount amortized included consolidated statement operations december 30 2013 50000 cash proceeds received issuance lg capital funding llc promissory note viii see note 7 used pay blue atelier inc outstanding principal interest december 31 2013 175500 principal plus accrued interest 8332 outstanding january 21 2014 30000 cash proceeds received issuance gel properties llc promissory note used pay blue atelier inc outstanding principal interest april 2 2014 105000 cash proceeds received issuance union capital llc promissory note used pay blue atelier inc outstanding principal interest june 27 2014 53771 cash proceeds received issuance union capital llc promissory note used pay blue atelier inc outstanding principal upon blue atelier inc promissory note may 20 2013 paid full note 5 waste project expense highland park michigan initial construction demolition waste processing planned 15 acre site highland park michigan company acquired parcel real estate lincoln ave highland park mi november 2011 leased real estate option purchase company exploring alternative locations highland park location deemed unsuitable environmental reasons following fire derelict building real estate parcel company leased yabucoa landfill puerto rico together partner landfill solutions corporation company planning remediate manage yabucoa municipal landfill closed since 2011 remediation plan designed bring landfill current operating standards reopen landfill operations developing recycling waste conversion facilities parties jointly commenced detailed environmental studies preparation development plans full permitting landfill remediation works waste diversion program officers directors green energy made decision step back proposed landfill renewable energy project puerto rico due lack funding company received commitments funding expected close 2012 project due failure sources meet funding commitments lack success obtaining alternative funding timely manner would table pursuit venture time years ended december 31 2013 2012 companys waste project expenses 0 165222 respectively note 6 operating lease commitments february 1 2014 company entered twelve month lease office space head office 645 griswold suite 3274 detroit michigan 48226 monthly lease payment 1200 note 7 convertible notes asher enterprises promissory note july 10 2012 july 10 2012 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 32500 bearing 8 annual interest rate unsecured maturing april 12 2013 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 43255 derivative expense 10755 based black scholes merton pricing model december 31 2012 20489 debt discount amortized fair value derivative liability december 31 2012 29655 resulting gain change fair value derivative 13601 note shown net debt discount 12011 december 31 2012 accordance terms note holder fully converted note january 22 2013 february 11 2013 february 25 2013 3341965 shares common stock principal interest default interest 33800 disclosed note 8 year ended december 31 2013 gain change fair value derivative 29655 amortization debt discount 12011 loss settlement promissory convertible notes 25004 note recorded asher enterprises promissory note ii august 28 2012 august 28 2012 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 32500 bearing 8 annual interest rate unsecured maturing may 30 2013 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 55845 derivative expense 23345 based black scholes merton pricing model december 31 2012 14773 debt discount amortized fair value derivative liability december 31 2012 30496 resulting gain change fair value derivative 25348 note shown net debt discount 17727 december 31 2012 accordance terms note holder fully converted note march 12 2013 march 27 2013 april 17 2013 may 3 2013 may 30 2013 13815255 shares common stock principal interest default interest 33950 disclosed note 8 year ended december 31 2013 gain change fair value derivative 30496 amortization debt discount 17727 loss settlement promissory convertible notes 35352 note recorded asher enterprises promissory note iii october 12 2012 october 12 2012 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 27500 bearing 8 annual interest rate unsecured maturing july 16 2013 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 27500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 58316 derivative expense 30816 based black scholes merton pricing model december 31 2012 7942 debt discount amortized fair value derivative liability december 31 2012 27371 resulting gain change fair value derivative 30945 note shown net debt discount 19558 december 31 2012 accordance terms note holder fully converted note shares common stock may 30 2013 june 7 2013 june 13 2013 10963973 shares common stock principal interest default interest 42350 disclosed note 8 year ended december 31 2013 gain change fair value derivative 27371 amortization debt discount 19558 loss settlement promissory convertible notes 42073 note recorded asher enterprises promissory note iv november 29 2012 november 29 2012 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 27500 bearing 8 annual interest rate unsecured maturing september 3 2013 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 27500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 45906 derivative expense 18406 based black scholes merton pricing model december 31 2012 3165 debt discount amortized fair value derivative liability december 31 2012 39475 resulting gain change fair value derivative 6431 note shown net debt discount 23335 december 31 2012 accordance terms note holder fully converted note june 17 2013 june 19 2013 june 20 2013 june 25 2013 june 28 2013 11837273 shares common stock principal interest default interest 42350 disclosed note 8 year ended december 31 2013 gain change fair value derivative 39475 amortization debt discount 24335 loss settlement promissory convertible notes 88619 note recorded asher enterprises promissory note v february 11 2013 february 11 2013 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 27500 bearing 8 annual interest rate unsecured maturing november 11 2013 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 27500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 43080 derivative expense 15580 based black scholes merton pricing model accordance terms note holder fully converted note august 12 2013 august 20 2013 august 26 2013 5343203 shares common stock principal interest default interest 42350 disclosed note 8 year ended december 31 2013 gain change fair value derivative 43080 amortization debt discount 27500 loss settlement promissory convertible notes 26255 note recorded asher enterprises promissory note vi may 8 2013 may 8 2013 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 12500 bearing 8 annual interest rate unsecured maturing february 8 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 12500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 22229 derivative expense 9729 based black scholes merton pricing model november 7 2013 note assigned matthew morris holder accordance terms note holder fully converted note november 13 2013 4844961 shares common stock principal 12500 disclosed note 8 year ended december 31 2013 gain change fair value derivative 22229 amortization debt discount 12500 loss settlement promissory convertible notes 30136 note recorded asher enterprises promissory note vii june 26 2013 june 26 2013 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 32500 bearing 8 annual interest rate unsecured maturing march 26 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 75198 derivative expense 42498 based black scholes merton pricing model november 7 2013 note assigned matthew morris holder december 31 2013 22381 debt discount amortized fair value derivative liability december 31 2013 59642 resulting gain change fair value derivative 15135 note shown net debt discount 10119 december 31 2013 asher enterprises promissory note viii july 10 2013 july 10 2013 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 32500 bearing 8 annual interest rate unsecured maturing april 8 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 68097 derivative expense 35597 based black scholes merton pricing model november 7 2013 note assigned matthew morris holder december 31 2013 20639 debt discount amortized fair value derivative liability december 31 2013 60487 resulting gain change fair value derivative 8033 note shown net debt discount 11861 december 31 2013 asher enterprises promissory note ix december 23 2013 december 23 2013 company entered convertible promissory note “note” asher enterprises inc “holder” original principle amount 47500 bearing 8 annual interest rate unsecured maturing september 23 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 47500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 69489 derivative expense 21989 based black scholes merton pricing model december 31 2013 1387 debt discount amortized fair value derivative liability december 31 2013 108282 resulting loss change fair value derivative 38793 note shown net debt discount 46113 december 31 2013 jmj financial promissory note october 31 2012 october 31 2012 company issued convertible note “note” jmj financial original principle amount 250000 maturing one year date issue tranche 212000 consideration paid cash 35000 original issue discount company may repay convertible note time repaid within 90 days date issue interest rate 0 otherwise interest onetime charge 5 principal allocated original issue discount note together unpaid accrued interest convertible shares common stock jmj financials option variable conversion price calculated lessor 0095 b 60 lowest trade occurring 25 consecutive trading days immediately preceding conversion date october 31 2012 company received cash proceeds 35000 original issue discount 6274 first tranche note company recorded debt discount amount 41274 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 74043 derivative expense 39043 based black scholes merton pricing model december 31 2012 3165 debt discount amortized fair value derivative liability december 31 2012 66936 resulting gain change fair value derivative 7107 note shown net debt discount 38109 december 31 2012 accordance terms note jmj financial fully converted note may 9 2013 may 17 2013 june 18 2013 july 12 2013 august 1 2013 21269721 shares common stock principal interest 43337 disclosed note 8 year ended december 31 2013 gain change fair value derivative 66936 amortization debt discount 38109 loss settlement 238401 note recorded jmj financial promissory note ii january 30 2013 january 30 2013 company received cash proceeds 25000 original issue discount 4481 second tranche convertible note “note” jmj financial company recorded debt discount amount 29481 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 49461and derivative expense 24461 based black scholes merton pricing model accordance terms note jmj financial fully converted note august 30 2013 september 27 2013 6948416 shares common stock principal interest 30955 disclosed note 8 year ended december 31 2013 gain change fair value derivative 49461 amortization debt discount 29481 loss settlement promissory convertible notes 59241 note recorded jmj financial promissory note iii may 30 2013 may 30 2013 company received cash proceeds 25000 original issue discount 7481 third tranche convertible note “note” jmj financial company recorded debt discount amount 32481 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 280960 derivative expense 255960 based black scholes merton pricing model accordance terms note jmj financial partially converted note december 2 2013 7400000 shares common stock principal interest 28897 disclosed note 8 resulting loss settlement promissory convertible notes 252303 december 31 2013 19133 debt discount amortized fair value derivative liability december 31 2013 6622 resulting gain change fair value derivative 274338 note shown net debt discount 13348 december 31 2013 jmj financial promissory note iv august 18 2013 august 18 2013 company received cash proceeds 30000 original issue discount 5377 fourth tranche convertible note “note” jmj financial company recorded debt discount amount 35377 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 51643 derivative expense 21643 based black scholes merton pricing model december 31 2013 13085 debt discount amortized fair value derivative liability december 31 2013 74290 resulting loss change fair value derivative 22647 note shown net debt discount 22292 december 31 2013 jmj financial promissory note v september 25 2013 september 25 2013 company received cash proceeds 25000 original issue discount 4481 fifth tranche convertible note “note” jmj financial company recorded debt discount amount 29481 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 47618 derivative expense 22618 based black scholes merton pricing model december 31 2013 7835 debt discount amortized fair value derivative liability december 31 2013 65561 resulting loss change fair value derivative 17943 note shown net debt discount 21646 december 31 2013 jmj financial promissory note vi december 9 2013 december 9 2013 company received cash proceeds 50000 original issue discount 8962 sixth tranche convertible note “note” jmj financial company recorded debt discount amount 58962 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 434130 derivative expense 384130 based black scholes merton pricing model december 31 2013 3554 debt discount amortized fair value derivative liability december 31 2013 134874 resulting gain change fair value derivative 299256 note shown net debt discount 55408 december 31 2013 lg capital funding llc promissory note june 4 2013 june 4 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 26500 bearing 8 annual interest rate unsecured maturing march 4 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 44490 derivative expense 17990 based black scholes merton pricing model accordance terms note holder fully converted note december 9 2013 2612322 shares common stock principal interest 27560 disclosed note 8 year ended december 31 2013 gain change fair value derivative 44490 amortization debt discount 26500 loss settlement promissory convertible notes 62811 note recorded lg capital funding llc promissory note ii july 18 2013 july 18 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 26500 bearing 8 annual interest rate unsecured maturing april 16 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 84191 derivative expense 57691 based black scholes merton pricing model december 31 2013 16055 debt discount amortized fair value derivative liability december 31 2013 60192 resulting gain change fair value derivative 23999 note shown net debt discount 10445 december 31 2013 lg capital funding llc promissory note iii august 30 2013 august 30 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 32000 bearing 8 annual interest rate unsecured maturing may 27 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 66705 derivative expense 34705 based black scholes merton pricing model december 31 2013 14418 debt discount amortized fair value derivative liability december 31 2013 74338 resulting loss change fair value derivative 7633 note shown net debt discount 17582 december 31 2013 lg capital funding llc promissory note iv september 18 2013 september 18 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 26500 bearing 8 annual interest rate unsecured maturing june 27 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 45285 derivative expense 18785 based black scholes merton pricing model december 31 2013 10095 debt discount amortized fair value derivative liability december 31 2013 62707 resulting loss change fair value derivative 17422 note shown net debt discount 16405 december 31 2013 lg capital funding llc promissory note v august 5 2013 august 5 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 65000 bearing 8 annual interest rate unsecured maturing may 5 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 65000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 138011 derivative expense 73011 based black scholes merton pricing model accordance terms note holder fully converted note august 22 2013 september 20 2013 october 22 2013 12920110 shares common stock principal 65000 disclosed note 8 year ended december 31 2013 gain change fair value derivative 138011 amortization debt discount 65000 loss settlement promissory convertible notes 112771 note recorded proceeds promissory note v 65000 used pay e world corp assignment secured note payable interest paid resulting gain settlement 20693 lg capital funding llc promissory note vi november 18 2013 november 18 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 30000 bearing 8 annual interest rate unsecured maturing august 18 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 30000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 77099 derivative expense 47099 based black scholes merton pricing model december 31 2013 4725 debt discount amortized fair value derivative liability december 31 2013 81246 resulting loss change fair value derivative 4147 note shown net debt discount 25275 december 31 2013 lg capital funding llc promissory note vii november 27 2013 november 27 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 26500 bearing 8 annual interest rate unsecured maturing august 27 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 214287 derivative expense 187787 based black scholes merton pricing model december 31 2013 3300 debt discount amortized fair value derivative liability december 31 2013 71590 resulting gain change fair value derivative 142696 note shown net debt discount 23200 december 31 2013 lg capital funding llc promissory note viii december 30 2013 december 30 2013 company entered convertible promissory note “note” lg capital funding llc “holder” original principle amount 50000 bearing 8 annual interest rate unsecured maturing september 30 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 50000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 136117 derivative expense 86117 based black scholes merton pricing model december 30 2013 50000 cash proceeds received issuance lg capital funding llc promissory note viii used pay blue atelier inc outstanding principal interest december 31 2013 182 debt discount amortized fair value derivative liability december 31 2013 135552 resulting gain change fair value derivative 565 note shown net debt discount 49818 december 31 2013 matthew morris promissory note november 8 2013 november 8 2013 company entered convertible promissory note “note” matthew morris “holder” original principle amount 46500 bearing 8 annual interest rate unsecured maturing august 8 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 65 market price means average trading price three trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 46500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 62721 derivative expense 16221 based black scholes merton pricing model december 31 2013 9027 debt discount amortized fair value derivative liability december 31 2013 60372 resulting gain change fair value derivative 2349 note shown net debt discount 37473 december 31 2013 derivative liability notes measured using blackscholes model based following assumptions stock price closing price company stock valuation date 000380145 exercise price based conversion formula valuation date 0001301073 volatility expected standard deviation based historical volatility stock 213 546 expected life remaining life maturity date 023 years 10 years discount rate treasury bill rates based expected life valuation date 009015 note 8 stockholders equity company authorized issue aggregate 300000000 shares common stock par value 0001 company also authorized issue 20000000 shares undesignated 0001 par value preferred stock 13420 shares class preferred stock “class a” par value 10 100000 shares class b “class b” preferred stock par value 10 100000 shares class c “class c” preferred stock par value 10 preference term class b five years conversion rights common shares time six months class b class c convertible 285714 690 shares 592 shares common stock respectively class b class c share entitled 285714 votes 3450 votes 592 votes respectively matter brought vote common stock holders stock issuances january 26 2012 finra approved 5 1 reverse stock split issued outstanding common stock split retroactively applied financial statements resulting decrease number shares common stock outstanding corresponding increase additional paidin capital shares amounts retroactively restated reflect reverse stock split april 3 2012 company settled accounts payable totalling 131878 amounts outstanding since 2009 april 19 2012 accounts payable totalling 121878 settled issuance 6500000 shares common stock date settlement closing price company’s common stock 010 per share resulting loss settlement 259061 year ended december 31 2012 april 17 2012 board directors company approved issuance 6500000 shares restricted common stock key executives directors company bonus incentive june 27 2012 company announced board directors approved one share one share stock dividend company’s common stock regarding effective forward split shareholder record close business june 29 2012 received one additional share every outstanding share held record date articles amended reflect july 16 2012 received finra approval july 27 2012 june 27 2012 company entered stock purchase agreement diamond transport ltd company sell one million shares common stock 050 per share closing sale july 15 2012 100000 received advance payment july 05 2012 advance payment 100000 received july 20 2012 50000 received august 20 2012 closing date transaction upon receipt outstanding balance 350000 december 31 2012 shares issued company recorded 150000 stock payable january 22 2013 company entered assignment agreement e world corp entity common control whereby e world corp agreed purchase outstanding subscription agreement diamond transport ltd 75000 payable three monthly cash installments 25000 last payment due march 22 2013 december 31 2013 company received 75000 cash e world corp company recorded cash receipt 75000 additional paidin capital december 31 2013 due related party relationship 150000 stock payable diamond transport reversed liability diamond transport ltd assumed e world corp april 22 2013 board directors approved issue 6880 class preferred shares 10 par value frank o’donnell 6540 class preferred shares 10 par value joseph l durant conversion debt totaling 134200 fair value shares issued 134200 based quoted market price shares date approval converted basis share amounts financial statements retroactively restated reflect share dividends forward stock splits stock issued year date ended december 31 2013 valued closing market price shares either date approved board directors date settlement date services deemed rendered stock issued settlement convertible notes payable year ended december 31 2013 company issued total 101297199 shares common stock aggregate fair value 1427914 based closing price date stock issued difference fair value shares common stock issued 1427914 principal interest converted 403049 recorded loss settlement promissory notes 1024869 consolidated statements operations december 31 2013 december 31 2012 company 163934049 62636850 shares common stock outstanding respectively stock payable june 27 2012 company entered stock purchase agreement “agreement” diamond transport ltd company would issue 1000000 shares common stock 050 per share closing sale july 15 2012 100000 received advance payment july 5 2012 advance payment 100000 received july 20 2012 50000 received august 20 2012 according agreement closing date transaction upon receipt total outstanding balance 350000 december 31 2012 company issued shares company recorded 150000 stock payable january 22 2013 company entered assignment agreement e world corp entity common control whereby e world corp agreed purchase outstanding balance due subscription agreement diamond transport ltd subscription agreement noted 350000 75000 payable three monthly cash installments 25000 last payment due march 22 2013 december 31 2013 company received 75000 cash e world corp company recorded cash receipt 75000 additional paidin capital december 31 2013 due related party relationship 150000 stock payable diamond transport reversed liability diamond transport ltd assumed e world corp august 14 2012 company entered 6 month professional services agreement whereby company pays consultant 5000 cash 5000 worth common stock month december 31 2013 2012 company recorded 30000 20000 respectively stock payable related contract july 1 2012 company entered nine month professional services agreement whereby company pays consultant 250000 share common stock december 31 2013 2012 company obligation 120000 shares common stock valued 6612 november 1 2012 company entered professional services agreement whereby company agreed pay consultant 50000 services companys common stock december 31 2013 2012 shares issued obligation recorded stock payable september 20 2012 company entered employment agreement whereby company agreed issue 50000 shares common stock valued 6995 commencement bonus december 31 2013 2012 shares issued obligation recorded stock payable april 22 2013 board directors approved issue 5714286 shares common stock e world corp 1941714 shares common stock blue atelier inc settlement accounts payable totaling 26796 fair value shares issued 22968 based quoted market price shares date approval excess accounts payable settled fair value shares issue 3828 recorded additional paidin capital due related party relationship december 31 2013 shares issued 22968 obligation recorded stock payable january 31 2013 company agreed issue 10000 company’s stock exchange services december 31 2013 shares issued obligation recorded stock payable january 20 2014 board directors approved issue 38193 shares class b preferred stock officer compensation services provided 2013 december 31 2013 shares issued 312500 obligation recorded stock payable note 9 income taxes company provides income taxes fasb asc 740 income taxes fasb asc 740 requires use asset liability approach accounting income taxes deferred tax assets liabilities recorded based differences financial statement tax bases assets liabilities tax rates effect currently fasb asc 740 requires reduction deferred tax assets valuation allowance based weight available evidence likely deferred tax assets realized company’s opinion uncertain whether generate sufficient taxable income future full utilize net deferred tax asset accordingly valuation allowance equal deferred tax asset recorded total deferred asset 3048155 1928768 2012 calculated multiplying 35 estimated tax rate cumulative nol 10124081 total valuation allowance 3048155 1928768 2012 details last two periods follow december 31 2013 company available unused operating loss carry forwards approximately 10124081 6925834 2012 federal taxes may provide future tax benefits expiring 2021 2033 note 10 subsequent events may 16 2013 company cirque energy ii llc announced commitment merger members cirque energy ii llc receive 43359487 shares company’s common stock closing another 43359487 shares common stock time stock price reaches 050 per share september 30 2014 merger closed january 6 2014 company received funding pursuant convertible promissory note lg capital funding llc amount 52000 promissory note unsecured bears interest 8 per annum matures september 30 2014 january 7 2014 pursuant lg capital funding llc promissory note viii december 30 2013 described note 7 20000 principal converted 2094241 shares common stock january 15 2014 pursuant lg capital funding llc promissory note viii december 30 2013 described note 7 30000 principal converted 3030303 shares common stock january 20 2014 board directors approved issuance 38193 shares class b preferred stock full satisfaction accrued wages stock payable 381927 detailed note 4 january 21 2014 company reassigned 30000 blue atelier promissory note dated may 7 2013 described note 4 gel properties llc promissory note unsecured bears interest 6 per annum matures january 21 2015 january 21 2014 company received funding pursuant convertible promissory note gel properties llc amount 65000 promissory note unsecured bears interest 6 per annum matures january 21 2015 january 29 2014 pursuant lg capital funding llc promissory note ii july 18 2013 described note 7 26500 principal 114422 interest converted 3566996 shares common stock january 28 2014 pursuant gel properties llc promissory note january 20 2014 described note 10 16796 principal converted 2000000 shares common stock february 13 2014 pursuant agreement carmel advisors llc issued 3000000 shares common stock payment consulting services provided carmel advisors llc services shall include limited development implementation maintenance ongoing program increase investment community’s awareness company’s activities stimulate investment community’s interest company february 14 2014 company received funding pursuant convertible promissory note typenex coinvestment llc amount 150000 consisted 115000 cash proceeds 15000 financing fees 20000 legal fees promissory note bears interest 10 per annum matures 15 months issuance date company issued typenex warrants exercisable commencing 6 months issuance date february 26 2014 pursuant gel properties llc promissory note january 21 2014 described note 10 11301 principal converted 1500000 shares common stock february 27 2014 pursuant agreement frank o’donnell returned treasury 4500000 shares common stock agreement calls reissue shares upon addition authorized shares proposed company 7000000 shares march 6 2014 pursuant jmj financial promissory note iv august 14 2013 described note 7 1361250 principal converted 2500000 shares common stock march 10 2014 pursuant gel properties llc promissory note january 20 2014 described note 10 1903 principal converted 251895 shares common stock march 21 2014 pursuant lg capital funding llc promissory note iii august 30 2013 described note 7 32000 principal 1493 interest converted 5536088 shares common stock march 27 2014 board directors company “board” authorized designation 100000 shares class c preferred stock available preferred stock march 28 2014 company filed certificate designation class c preferred stock “certificate designation” secretary state florida share class c preferred stock convertible 592 shares common stock time holder’s option shares class c preferred stock entitles holder thereof vote shares “asconverted” basis record date determination shareholders entitled vote matter coming common shareholders record date established date vote taken written consent shareholders solicited class c preferred stock stated value 1000 per share march 31 2014 pursuant matthew morris restatement asher promissory note 8 dated july 10 2013 described note 7 32500 principal converted 4062500 shares common stock march 27 2014 joseph durant ceo cirque energy inc returned treasury 5200000 share common stock exchange 8784 class c preferred shares march 27 2014 green renewable energy solutions inc joseph durant sole shareholder returned treasury 9209334 shares common stock exchange 15556 class c preferred shares april 2 2014 company received funding pursuant convertible promissory note union capital llc amount 100000 promissory note unsecured bears interest 9 per annum matures april 2 2015 april 2 2014 company reassigned 100000 principal 5000 interest blue atelier promissory note dated may 7 2013 described note 4 union capital llc promissory note unsecured bears interest 6 per annum matures april 2 2015 april 4 2014 pursuant union capital llc promissory note april 2 2014 described note 10 1500000 principal converted 1930005 shares common stock april 13 2014 pursuant jmj financial promissory note iv august 14 2013 described note 7 2859192 principal converted 5198531 shares common stock april 25 2014 pursuant agreement kodiak capital group issued 15000000 shares common stock part commitment fee purchase 5000000 company’s securities registration statement declared effective securities exchange commission shares may repurchased company 002 per share october 31 2014 transaction documentation stage expected close fourth quarter june 27 2014 company received funding pursuant convertible promissory note union capital llc amount 34188 promissory note unsecured bears interest 9 per annum matures june 27 2015 august 5 2014 company received funding pursuant convertible promissory note blue atelier inc amount 35000 promissory note unsecured bears interest 9 per annum matures september 30 2014 september 9 2014 pursuant agreement blue atelier returned treasury 6900000 shares common stock agreement calls reissue shares upon addition authorized shares proposed company 50 premium item 9 item 8financial statements supplemental data report independent registered public accounting firm board directors stockholders cirque energy inc audited accompanying consolidated balance sheets cirque energy inc december 31 2014 2013 related consolidated statements operations stockholders’ deficit cash flows years ended consolidated financial statements responsibility company’s management responsibility express opinion financial statements based audit conducted audit accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company determined required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion consolidated financial statements referred present fairly material respects financial position cirque energy inc december 31 2014 2013 results operations cash flows years ended conformity accounting principles generally accepted united states america accompanying consolidated financial statements prepared assuming cirque energy inc continue going concern discussed note 3 consolidated financial statements company incurred losses operations negative working capital need additional capital grow operations become profitable factors raise substantial doubt company’s ability continue going concern management’s plans regard matters described note 3 accompanying consolidated financial statements include adjustments might result outcome uncertainty klj associates llp klj associates llp st louis park mn april 15 2015 cirque energy inc consolidated balance sheets accompanying notes integral part consolidated financial statements cirque energy inc consolidated statements operations accompanying notes integral part consolidated financial statements cirque energy inc consolidated statements stockholders’ deficit accompanying notes integral part consolidated financial statements cirque energy inc consolidated statements cash flows accompanying notes integral part consolidated financial statements notes financial statements note 1 nature operations company incorporated florida july 16 1998 name salty’s warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners though company also sold assorted goods watches sunglasses sports games december 11 2006 owners aggregate 22450000 shares common stock salty’s warehouse inc sold shares held group approximately 54 purchasers private transaction result transaction change control company occurred resulting change name company e world interactive inc “company” “e world” time e world mainly engaged selling online game services media production business mainland china operated sector time company disposed subsidiaries shanghai e world china information technologies co ltd “e world china” mojo media works limited august 2008 following ceased business online game media production business became shell company march 2009 company entered stock purchase agreement blue atelier inc “blue atelier” acquired 25000000 newly authorized issued common stock e world e world executed 1 40 reverse split issued outstanding common stock also entered series agreements various holders convertible notes convert notes plus accumulated interest e world common stock aggregate 6872830 shares common stock result transaction change control company occurred e world blue atelier owning 75 outstanding common stock e world may 2010 company acquired 100 outstanding common stock media technology solutions inc “mts” nevada corporation variety media related interests rights emerged shell status consideration purchase mts 10000000 shares e world common stock blue atelier principal shareholder mts also largest shareholder e world following acquisition e world moved principal office las vegas nevada acquisition mts accounted manner similar pooling interests accordance accounting principles generally accepted united states entities common control september 17 2011 e world entered letter intent green renewable energy solutions inc “gres” purpose acquire assets gres included certain contracts acceptance processing disposal construction demolition waste part agreement e world changed name green energy renewable solutions “gers” effective december 12 2011 january 26 2012 gers completed 1for5 reverse split february 4 2012 e world including subsidiary mts spun separate private company way special share dividend one e world share issued every share held date approval reverse split finra approved name change reverse split january 26 2012 february 4 2012 gres executed asset purchase agreement “purchase agreement” gers terms purchase agreement gers acquired assets gres 6209334 shares common stock 4604666 common shares deferred consideration gers focused acquisition waste streams maximizing value utilizing recycling renewable energy production environmentally responsible disposal strategies june 27 2012 company approved 1for1 stock dividend shares held june 29 2012 dividend shares issued following finra approval july 27 2012 april 29 2013 company formed green harvest landfill llc delaware limited liability company wholly owned subsidiary sole purpose acquiring davison landfill offer made accepted bankruptcy trustee possession davison landfill subsequently transaction close green harvest landfill llc lies dormant may 15 2013 gers entered contribution agreement cirque energy ii llc “cirque llc” whereby cirque llc would contribute assets exchange common stock company included cirque llc’s assets three subsidiary limited liability companies prototype company llc gaylord power station llc midland renewable energy station llc contribution agreement yet consummated july 2013 gers effectuated name change cirque energy inc “company” “cirque” amending articles incorporation finra approval name change trading symbol continues pending cirque’s key area business focused securing waste streams including limited construction demolition municipal solid waste streams maximizing values recycling waste energy opportunities november 14 2013 cirque northrop grumman systems corporation entered joint development agreement continue technology development deployable gasification unit dgu towards end develop dgu prototype testing demonstration consideration cirque fund develop test unit northrop grumman wished permit intellectual property used cirque provided prototype success device deemed viable division responsibilities obligations customer sales privileges outlined mutually drafted agreed business marketing plan define intent joint development agreement february 1 2014 cirque changed head office 645 griswold street suite 3274 detroit mi 48226 243 west congress street suite 350 detroit mi 48226 note 2 summary significant accounting policies abasis presentation accompanying consolidated financial statements prepared accordance accounting principles generally accepted united states america “us gaap” significant accounting policies followed company preparation accompanying consolidated financial statements summarized bprinciples consolidation consolidated financial statements include accounts cirque wholly owned subsidiaries july 27 2011 company acquired e world turn acquired 100 outstanding stock mts may 24 2010 date acquisition mts 95 owned blue atelier majority shareholder company acquisition accounted means type pooling entities date inception mts february 1 2010 entities common control significant intercompany transactions balances eliminated ownership mts transferred e world transaction effect consolidated financial statements december 31 2011 february 4 2012 e world spun april 29 2013 company formed green harvest landfill llc delaware limited liability company wholly owned subsidiary sole purpose acquiring davison landfill significant intercompany transactions balances eliminated ccash cash equivalents company considers highly liquid instruments maturities three months less time issuance cash equivalents duse estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates judgments assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date consolidated financial statements footnotes thereto actual results could differ estimates esignificant risks uncertainties companys management believes changes following areas could material adverse effect companys future financial position results operations cash flows companys limited operating history company’s ability acquire new companies profitable operations company’s ability generate revenue positive cash flow advances trends new technologies industry standards competition competitors regulatory related factors risks associated companys ability attract retain employees necessary support growth risks associated companys growth strategies fimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different gleases leases substantially risks rewards ownership assets remain leasing company accounted operating leases htaxation company accounts income taxes provisions financial accounting standards board’s fasb’s” accounting standards codification “asc” 740 “income taxes” asc 740 income taxes accounted asset liability method deferred taxes determined based upon differences financial reporting tax bases assets liabilities currently enacted statutory tax rates years differences expected reverse effect deferred taxes change tax rates recognized income period change valuation allowance provided deferred tax assets extent likely deferred tax assets realized total income tax provision includes current tax expenses applicable tax regulations change balance deferred tax assets liabilities company follows accounting guidance provides tax benefit uncertain tax position may recognized likely position sustained upon examination including resolutions related appeals litigation processes based technical merits income tax provisions must meet likelythannot recognition threshold effective date recognized initially subsequent periods ibasic diluted net earnings loss per share company computes net income loss per share accordance asc 20510 requires presentation basic diluted earnings per share “eps” face income statement basic eps computed dividing net income loss available common shareholders numerator weighted average number shares outstanding denominator period diluted eps gives effect potentially dilutive common shares outstanding period computing diluted eps average stock price period used determining number shares assumed purchased exercise stock options warrants diluted eps excludes potentially dilutive shares effect antidilutive presented accompanying statements jfair value financial instruments carrying value company’s financial instruments including cash amounts due shareholdersrelated parties accounts payables approximate respective fair values due immediate shortterm maturity instruments management’s opinion company exposed significant interest price credit risks arising financial instruments kconcentration credit risk financial instruments potentially expose company significant concentrations credit risk consist principally cash company places cash financial institutions highcredit ratings lstockbased compensation company adopted fasb asc topic 71810 “compensation stock compensation” “asc 71810” requires measurement recognition compensation expense stockbased payment awards made employees directors fair value recognition provisions asc 71810 stockbased compensation cost measured grant date based fair value award recognized expense vesting period company accounts equity instruments issued exchange receipt goods services employees accordance fasb asc 71810 conclusions reached fasb asc 50550 costs measured estimated fair market value consideration received estimated fair value equity instruments issued whichever reliably measurable value equity instruments issued consideration employee services determined earliest performance commitment completion performance provider goods services defined fasb asc 50550 mrecent accounting pronouncements june 2014 fasb issued accounting standards update “asu” 201410 “development stage entities” amendments update remove definition development stage entity master glossary asc thereby removing financial reporting distinction development stage entities reporting entities us gaap addition amendments eliminate requirements development stage entities 1 present inceptiontodate information statements income cash flows shareholder equity 2 label financial statements development stage entity 3 disclose description development stage activities entity engaged 4 disclose first year entity longer development stage entity prior years development stage amendments update applied retrospectively adoption asu 201410 removed development stage entity financial reporting requirements company note 3 going concern accompanying consolidated financial statements prepared assuming continue going concern company reported sales periods presented accumulated deficit 15105703 ability continue going concern dependent upon creation profitable operations company operated principally assistance interest free loan advances convertible debt major shareholders also intend use borrowings security sales mitigate effects cash position however assurance given debt equity financing required available consolidated financial statements include adjustments relating recoverability classification recorded assets classification liabilities might necessary unable continue going concern note 4 related party transactions company records transactions commercial substance related parties fair value determined management amounts due shareholdersrelated parties noninterest bearing unsecured due upon demand following list related party balances december 31 2014 december 31 2013 calendar year 2013 e world blue atelier ceased related parties disclosures reflect change secured note due e world paid 2013 described note 7 “due e world” reduced 20000 2013 converted note february 2014 described note 7 related party transactions period include salary consultancy fees years ended december 31 2014 2013 follows company recorded 169384 payroll tax liabilities year ended december 31 2014 related payments made executives preferred common stock payments officers directors accrued compensation obligation 381927 recorded accrued salaries wages 69427 stock payable 312500 december 31 2013 consolidated balance sheet january 20 2014 board directors approved issue 38194 shares class b preferred stock satisfaction 381927 obligation due officers directors obligation liquidated march 31 2014 december 31 2014 company accrued liabilities officers directors compensation common stock following amounts blue atelier promissory note may 20 may 20 2013 company received funding pursuant promissory note amount 150000 promissory note secured breakup fee asset purchase agreement bid procedures agreement relation purchase davison landfill preferential payment funding lending agreements related purchase davison landfill 10000000 shares common stock promissory note bears interest 6 interest loan premium 75000 matures july 1 2013 december 30 2013 50000 cash proceeds received issuance lg capital funding llc promissory note viii see note 7 used pay blue atelier outstanding principal interest december 31 2013 175500 principal plus accrued interest 8332 outstanding january 21 2014 30000 cash proceeds received issuance gel properties llc promissory note used pay blue atelier outstanding principal interest april 2 2014 105000 cash proceeds received issuance union capital llc promissory note used pay blue atelier outstanding principal interest june 27 2014 53771 cash proceeds received issuance union capital llc promissory note used pay blue atelier outstanding principal upon blue atelier promissory note may 20 2013 paid full e world promissory note february 2 2014 february 2 2014 company issued convertible promissory note “note” e world principal amount 181662 bearing 600 annual interest rate unsecured maturing february 2 2016 note issued exchange account payable amount note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 60 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date july 31 2014 company issued note kodiak capital group llc see note 6 convertible notes 52500 amount 37500 used repay principal e world promissory note february 2 2014 15000 convertible note issued e world see note 6 convertible notes reduce principal e world promissory note dated february 2 2014 principal balance tis note december 31 2014 130923 david w morgan employment agreement july 1 2014 company executed employment agreement david w morgan mr morgan agreed become company’s chief financial officer agreement expires july 1 2016 provides mr morgan receive annual salary 150000 also granted options purchase 1000000 shares company’s common stock agreement see note 8 stockholders equity note 5 operating lease commitments february 1 2014 company entered twelve month lease office space head office 645 griswold street suite 3274 detroit michigan 48226 monthly lease payment 1200 note 6 convertible notes asher enterprises promissory note vii june 26 2013 june 26 2013 company issued convertible promissory note “note” asher enterprises inc “holder” original principal amount 32500 bearing 800 annual interest rate unsecured maturing march 26 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 75198 derivative expense 42498 based black scholes merton pricing model november 7 2013 note assigned matthew morris holder accordance terms note mr morris fully converted note march 31 2014 4500000 shares common stock principal 32500 disclosed note 7 year ended december 31 2014 gain change fair value derivative 60064 amortization debt discount 10119 loss settlement promissory convertible notes 35000 asher enterprises promissory note viii july 10 2013 july 10 2013 company issued convertible promissory note “note” asher enterprises inc “holder” original principal amount 32500 bearing 800 annual interest rate unsecured maturing april 8 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 68097 derivative expense 35597 based black scholes merton pricing model november 7 2013 note assigned matthew morris holder april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 16250 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 32500 amortized fair value derivative liability december 31 2014 56721 resulting gain change fair value derivative 11376 balance sheets december 31 2014 december 31 2013 reflect accrued interest 12650 1239 respectively asher enterprises promissory note ix december 23 2013 december 23 2013 company issued convertible promissory note “note” asher enterprises inc “holder” original principal amount 47500 bearing 800 annual interest rate unsecured maturing september 23 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means average lowest three trading prices ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 47500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 69489 derivative expense 21989 based black scholes merton pricing model negotiated settlement note april 23 2014 holder paid 72531 principal 47500 resulting loss settlement 21281 year ended december 31 2014 gain change fair value derivative 108282 amortization debt discount 30511 loss settlement promissory convertible notes 35000 recorded jmj financial promissory note iii may 30 2013 may 30 2013 company received cash proceeds 25000 original issue discount 7481 third tranche convertible note “note” jmj financial company recorded debt discount amount 32481 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 280960 derivative expense 255960 based black scholes merton pricing model accordance terms note jmj financial partially converted note december 2 2013 7400000 shares common stock principal interest 28897 disclosed note 8 resulting loss settlement promissory convertible notes 252303 accordance terms note jmj financial partially converted note december 2 2013 7400400 shares april 3 2014 fully converted note 919671 shares common stock principal 32481 disclosed note 7 year ended december 31 2014 gain change fair value derivative 6622 amortization debt discount 13348 loss settlement promissory convertible notes 8093 recorded jmj financial promissory note iv august 18 2013 august 18 2013 company received cash proceeds 30000 original issue discount 5377 fourth tranche convertible note “note” jmj financial company recorded debt discount amount 35377 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 51643 derivative expense 21643 based black scholes merton pricing model accordance terms note jmj financial converted portion note march 6 2014 2500400 shares fully converted note april 3 2014 4278860 shares common stock principal 35377 disclosed note 7 year ended december 31 2014 loss change fair value derivative 74290 amortization debt discount 22292 loss settlement promissory convertible notes 58791 recorded jmj financial promissory note v september 25 2013 september 25 2013 company received cash proceeds 25000 original issue discount 4481 fifth tranche convertible note “note” jmj financial company recorded debt discount amount 29481 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 47618 derivative expense 22618 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 14741 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 29481 amortized fair value derivative liability december 31 2014 60214 resulting loss change fair value derivative 12596 balance sheets december 31 2014 december 31 2013 reflect accrued interest 7615 1474 respectively jmj financial promissory note vi december 9 2013 december 9 2013 company received cash proceeds 50000 original issue discount 8962 sixth tranche convertible note “note” jmj financial company recorded debt discount amount 58962 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 434130 derivative expense 384130 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 29481 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 58962 amortized fair value derivative liability december 31 2014 120368 resulting gain change fair value derivative 313762 balance sheets december 31 2014 december 31 2013 reflect accrued interest 14422 2948 respectively lg capital funding llc promissory note ii july 18 2013 july 18 2013 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 26500 bearing 800 annual interest rate unsecured maturing april 16 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 84191 derivative expense 57691 based black scholes merton pricing model accordance terms note holder fully converted note january 30 2014 3566996 shares common stock principal 26500 interest 1144 disclosed note 8 year ended december 31 2014 gain change fair value derivative 60192 amortization debt discount 10445 loss settlement promissory convertible notes 19440 note recorded lg capital funding llc promissory note iii august 30 2013 august 30 2013 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 32000 bearing 8 annual interest rate unsecured maturing may 27 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 32000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 66705 derivative expense 34705 based black scholes merton pricing model accordance terms note holder fully converted note march 31 2014 5536088 shares common stock principal 32000 interest 1493 disclosed note 8 year ended december 31 2014 gain change fair value derivative 74338 amortization debt discount 17582 loss settlement promissory convertible notes 91069 note recorded lg capital funding llc promissory note iv september 18 2013 september 18 2013 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 26500 bearing 800 annual interest rate unsecured maturing june 27 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 45285 derivative expense 18785 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 13250 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 26500 amortized fair value derivative liability december 31 2014 72462 resulting loss change fair value derivative 27177 balance sheets december 31 2014 december 31 2013 reflect accrued interest 8971 604 respectively also see note 10 subsequent events lg capital funding llc promissory note vi november 18 2013 november 18 2013 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 30000 bearing 800 annual interest rate unsecured maturing august 18 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 30000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 77099 derivative expense 47099 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 15000 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 30000 amortized fair value derivative liability december 31 2014 81867 resulting loss change fair value derivative 4768 balance sheets december 31 2014 december 31 2013 reflect accrued interest 9708 283 respectively lg capital funding llc promissory note vii november 27 2013 november 27 2013 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 26500 bearing 800 annual interest rate unsecured maturing august 27 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 26500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 214287 derivative expense 187787 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 13250 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 26500 amortized fair value derivative liability december 31 2014 72462 resulting gain change fair value derivative 114825 balance sheets december 31 2014 december 31 2013 reflect accrued interest 3408 197 respectively lg capital funding llc promissory note viii december 30 2013 december 30 2013 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 50000 bearing 800 annual interest rate unsecured maturing september 30 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 50000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 136117 derivative expense 86117 based black scholes merton pricing model december 30 2013 50000 cash proceeds received issuance lg capital funding llc promissory note viii used pay blue atelier outstanding principal interest accordance terms note holder fully converted note january 16 2014 5124544 shares common stock principal interest 50000 disclosed note 8 year ended december 31 2014 gain change fair value derivative 135553 amortization debt discount 49818 loss settlement promissory convertible notes 54585 note recorded lg capital funding llc promissory note ix january 6 2014 january 6 2014 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 52000 bearing 800 annual interest rate unsecured maturing september 30 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 52000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 98265 derivative expense 46265 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 26000 added principal note amount expensed additional interest expense december 31 2014 entire debt discount 52000 amortized fair value derivative liability december 31 2014 142189 resulting loss change fair value derivative 43924 balance sheets december 31 2014 december 31 2013 reflect accrued interest 11480 0 respectively matthew morris promissory note november 8 2013 november 8 2013 company issued convertible promissory note “note” mr morris “holder” original principal amount 46500 bearing 800 annual interest rate unsecured maturing august 8 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 65 market price means average trading price three trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 46500 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 62721 derivative expense 16221 based black scholes merton pricing model december 31 2014 entire debt discount 46500 amortized fair value derivative liability december 31 2014 81867 resulting loss change fair value derivative 19146the balance sheets december 31 2014 december 31 2013 reflect accrued interest 4260 540 respectively gel properties llc promissory note january 20 2014 january 20 2014 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 30000 bearing 600 annual interest rate unsecured maturing january 21 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 65 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 30000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 43649 derivative expense 13649 based black scholes merton pricing model accordance terms note holder fully converted note january 30 2014 february 27 2014 march 11 2014 3751895 shares common stock principal interest 30000 disclosed note 8 year ended december 31 2014 gain change fair value derivative 43649 amortization debt discount 30000 gain settlement promissory convertible notes 3600 note recorded also see note 10 subsequent events gel properties llc promissory note ii january 21 2014 january 21 2014 company issued convertible promissory note “note” lg capital funding llc “holder” original principal amount 65000 bearing 600 annual interest rate unsecured maturing january 21 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 65 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 65000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 86035 derivative expense 21035 based black scholes merton pricing model december 31 2014 entire debt discount 65000 amortized fair value derivative liability december 30 2014 38883 resulting gain change fair value derivative 47152 balance sheets december 31 2014 december 31 2013 reflect accrued interest 14745 0 respectively typenex coinvestment llc promissory note february 13 2014 february 13 2014 company issued convertible promissory note “note” typenex coinvestment llc “holder” initial principal amount 150000 bearing 1000 annual interest rate unsecured maturing may 13 2015 holder committed accept pay additional convertible promissory notes 50000 tranches total investment 550000 note together unpaid accrued interest convertible shares common stock company holder’s option fixed conversion price 0025 per share subject reduction company share price falls conversion price holder received warrant purchase shares company exercisable period 5 years closing number warrants calculated 30 maturity amount tranche’s exercised company december 31 2014 company issued 1500000 warrants accordance terms note exercise price warrant 0025 per share company recorded debt discount amount 112688 note 51484 warrants connection initial valuation derivative liability note warrants amortized utilizing effective interest method accretion term note company recognized derivative liability 51484 warrants inception derivative liability 112688 conversion inception derivative expense 23770 based black scholes merton pricing model april 15 2014 company failed file annual report securities exchange commission thus creating default according terms note accordance terms note default provision requires penalty 83750 added principal note amount expensed additional interest expense september 19 2014 company borrowed additional 25000 note november 19 2014 company holder entered forbearance agreement holder agreed forebear exercising rights default provisions note exchange note principal adjusted 337500 interest rate set 1000 per annum december 31 2014 105131 debt discount note warrants amortized fair value derivative liability note warrants december 31 2014 54785 22892 respectively resulting gain change fair value derivative 57903 note gain change fair value derivative 28592 warrants year ended december 31 2014 note warrants shown net debt discount 44836 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 3872 0 respectively union capital llc promissory note april 2 2014 april 2 2014 company issued convertible promissory note “note” union capital llc “holder” original principal amount 100000 bearing 900 annual interest rate unsecured maturing april 2 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 100000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 148053 derivative expense 48053 based black scholes merton pricing model december 31 2014 74794 debt discount amortized fair value derivative liability december 31 2014 134645 resulting gain change fair value derivative 13438 year ended december 31 2014 note shown net debt discount 25206 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 13534 0 respectively union capital llc promissory note iii april 2 2014 april 2 2014 company issued convertible promissory note “note” union capital llc “holder” original principal amount 100000 bearing 900 annual interest rate unsecured maturing april 2 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 105000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 155456 derivative expense 50456 based black scholes merton pricing model accordance terms note holder partially converted note april 3 2014 1930005 shares common stock principal 15000 disclosed note 8 resulting loss settlement promissory convertible notes 12599 december 31 2014 64315 debt discount amortized fair value derivative liability december 31 2014 132267 resulting loss change fair value derivative 59853 year ended december 31 2014 note shown net debt discount 22685 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 14402 0 respectively also see note 10 subsequent events union capital llc promissory note ii june 30 2014 june 30 2014 company issued convertible promissory note “note” union capital llc “holder” original principal amount 34188 bearing 900 annual interest rate unsecured maturing june 30 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 58 market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 34188 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 46651 derivative expense 12463 based black scholes merton pricing model december 31 2014 17378 debt discount amortized fair value derivative liability december 31 2014 24712 resulting gain change fair value derivative 21939 year ended december 31 2014 note shown net debt discount 16810 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 1551 0 respectively kodiak capital group note july 31 2014 july 31 2014 company issued convertible promissory note “note” kodiak capital group llc “holder” original principal amount 52500 bearing 1500 annual interest rate unsecured maturing october 31 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price thirty trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 52355 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 52355 based black scholes merton pricing model proceeds note used follows 37500 used repay principal e world promissory note february 2 2014 15000 retained holder discount december 31 2014 37785 debt discount amortized fair value derivative liability december 31 2014 95860 resulting loss change fair value derivative 43505 year ended december 31 2014 note shown net debt discount 14570 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 4056 0 respectively blue atelier note august 8 2014 august 5 2014 company issued convertible promissory note “note” blue atelier “holder” original principal amount 35000 bearing 900 annual interest rate unsecured maturing september 30 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price twenty trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 34051 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 34051 based black scholes merton pricing model december 31 2014 24346 debt discount amortized fair value derivative liability december 31 2014 63907 resulting loss change fair value derivative liability 29856 year ended december 31 2014 note shown net unamortized debt discount 9705 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 1920 0 respectively e world note august 8 2014 august 5 2014 company issued convertible promissory note “note” e world “holder” original principal amount 15000 bearing 900 annual interest rate unsecured maturing september 15 2014 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price twenty trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 14593 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 14593 based black scholes merton pricing model december 31 2014 10434 debt discount amortized fair value derivative liability december 31 2014 27382 resulting loss change fair value derivative liability 12796 year ended december 31 2014 note shown net unamortized debt discount 4159 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 1515 0 respectively o’donnell 1 october 31 2014 october 31 2014 company issued convertible promissory note “note” frank o’donnell “holder” original principal amount 5000 bearing 600 annual interest rate unsecured maturing january 31 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 2199 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 2199 based black scholes merton pricing model december 31 2014 1458 debt discount amortized fair value derivative liability december 31 2014 2444 resulting loss change fair value derivative liability 245 year ended december 31 2014 note shown net unamortized debt discount 741 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 50 0 respectively union capital llc promissory note iv june 30 2014 december 19 2014 company issued convertible promissory note “note” union capital llc “holder” original principal amount 20000 bearing 900 annual interest rate unsecured maturing december 19 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated 50 market price means lowest trading price thirty trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 20000 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 43533 derivative expense 23533 based black scholes merton pricing model december 31 2014 658 debt discount amortized fair value derivative liability december 31 2014 43533 resulting gain loss change fair value derivative year ended december 31 2014 note shown net debt discount 19342 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 59 0 respectively o’donnell 2 december 30 2014 december 30 2014 company issued convertible promissory note “note” frank o’donnell “holder” original principal amount 2000 bearing 600 annual interest rate unsecured maturing march 31 2015 note together unpaid accrued interest convertible shares common stock company holder’s option variable conversion price calculated market price means lowest trading price ten trading day period ending latest complete trading day prior conversion date company recorded debt discount amount 923 connection initial valuation derivative liability note amortized utilizing effective interest method accretion term note company recognized derivative liability 923 based black scholes merton pricing model december 31 2014 1000 debt discount amortized fair value derivative liability december 31 2014 978 resulting loss change fair value derivative liability 55 year ended december 31 2014 note shown net unamortized debt discount 913 december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 1 0 respectively company accounts fair value conversion features convertible debt accordance asc topic 81515 derivatives hedging embedded derivatives topic 81515 topic 81515 requires company bifurcate separately account conversion features embedded derivative contained companys convertible debt company required carry embedded derivative balance sheet fair value account unrealized change fair value component results operations company values embedded derivatives using blackscholes pricing model amortization debt discount amounted 883366 year ended december 31 2014 compared 489803 year ended december 31 2013 derivative liability revalued reporting period using blackscholes model convertible debt december 31 2014 2013 1034502 116918 respectively shown net debt discount amounts 152101 360986 respectively december 31 2014 2013 derivative liability 1246748 1055755 respectively blackscholes model utilized following inputs value derivative liability date issuance convertible note december 31 2014 stock price stock price based average closing price companys stock valuation date stock price 00169 december 31 2014 variable conversion prices conversion price based 50 100 average closing price companys common stock previous 10 30 trading days prior conversion date 0089 december 31 2014 time maturity time maturity determined based length time valuation date maturity debt time maturity 3 12 months outstanding derivatives riskfree rate riskfree rate based treasury note rate valuation dates term commensurate remaining term debt riskfree rate 040 december 31 2014 based one year volatility based historical volatility company stock average volatility 213 546 december 31 2014 note 7 notes payable blue atelier april 23 2014 april 23 2014 company entered promissory note “note” e world “holder” principal amount 75000 bearing 900 annual interest rate unsecured maturing may 31 2014 note went default nonpayment per terms additional 37500 added principal amount reflected interest expense consolidated statements operations year ended december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 4660 0 respectively e world 71500 september 26 2014 company entered promissory note “note” e world “holder” principal amount 71500 bearing 9 annual interest rate unsecured maturing november 10 2014 additionally note calls issuance stock dividend equal loan amount 71250 outstanding note december 31 2014 balance sheets december 31 2014 december 31 2013 reflect accrued interest 1478 0 respectively note 8 stockholders equity company authorized issue aggregate 300000000 shares common stock par value 0001 company also authorized issue 20000000 shares “blank check” preferred stock par value 0001 per share 13420 shares class preferred stock “class a” stated value 10 100000 shares class b “class b” preferred stock stated value 10 100000 shares class c “class c” preferred stock par value 10 designated issued preference term class b five years conversion rights common shares time six months class b class c share convertible 285714 690 592 shares common stock respectively class b class c share entitled 285714 3450 592 votes respectively matter brought vote common stockholders stock issuances january 26 2012 finra approved 5for1 reverse stock split issued outstanding common stock split retroactively applied financial statements resulting decrease number shares common stock outstanding corresponding increase additional paidin capital share amounts retroactively restated reflect reverse stock split january 22 2013 company entered assignment agreement e world entity common control whereby e world agreed purchase gers stock purchase agreement diamond transport ltd 75000 payable three equal monthly cash payments 25000 last payment due march 22 2013 december 31 2013 company received 75000 cash e world company recorded cash receipt 75000 additional paidin capital december 31 2013 due related party relationship 150000 stock payable diamond transport ltd reversed liability diamond transport ltd assumed e world april 22 2013 board directors approved issue 6880 class preferred shares 10 stated value frank o’donnell 6540 class preferred shares 10 stated value joseph l durant conversion debt totaling 134200 fair value shares issued 134200 based quoted market price shares date approval converted basis january 20 2014 board directors approved issue 38194 class b preferred shares 10 stated value described note 4 april 2 2014 pursuant agreement board directors approved issue 8783 class c preferred shares 10 stated value joseph l durant exchange voluntary surrender 5200000 shares common stock april 3 2014 pursuant agreement board directors approved issue 15557 class c preferred shares 10 stated value green renewable energy solutions inc exchange voluntary surrender 9209334 shares common stock green renewable energy solutions inc wholly owned joseph l durant president company february 13 2014 pursuant agreement carmel advisors llc issued 5000000 shares common stock payment consulting services provided carmel advisors llc services shall include limited development implementation maintenance ongoing program increase investment community’s awareness company’s activities stimulate investment community’s interest company may 2 2014 pursuant agreement board directors approved issue 15000000 shares common stock partial payment equity purchase agreement kodiak capital group llc final terms agreement met company october 20 2014 equity purchase agreement kodiak capital group llc provides company right sell 5000000 company’s common stock subject conditions company must satisfy set forth agreement stock issued quarter date ending june 30 2014 valued closing market price shares either date approved board directors date settlement date services deemed rendered stock issued settlement convertible notes payable year ended december 31 2014 company issued total 52507690 shares common stock debt conversion aggregate fair value 577535 based closing price date stock issued difference fair value shares common stock issued 529894 principal interest converted 230842 recorded loss settlement promissory notes interest 299052 consolidated statements operations december 31 2014 december 31 2013 company 192532405 163934049 shares common stock outstanding respectively stock payable august 14 2012 company entered 6 month professional services agreement whereby company pays consultant 5000 cash 5000 worth common stock month december 31 2014 december 31 2013 company recorded 30000 stock payable related contract july 1 2012 company entered nine month professional services agreement whereby company pays consultant 250000 share common stock december 31 2014 december 31 2013 company obligation 120000 shares common stock valued 6612 november 1 2012 company entered professional services agreement whereby company agreed pay consultant 50000 services companys common stock december 31 2014 december 31 2013 shares issued obligation recorded stock payable september 20 2012 company entered employment agreement whereby company agreed issue 50000 shares common stock valued 6995 commencement bonus december 31 2014 december 31 2013 shares issued obligation recorded stock payable april 22 2013 board directors approved issue 5714286 shares common stock e world 1941714 shares common stock blue atelier settlement accounts payable totaling 26796 fair value shares issued 22968 based quoted market price shares date approval excess accounts payable settled fair value shares issue 3828 recorded additional paidin capital due related party relationship december 31 2014 december 31 2013 shares issued 22968 obligation recorded stock payable january 20 2014 board directors approved issue 38193 shares class b preferred stock officer compensation services provided 2013 issued fair value shares issued 574495 based quoted market price shares date approval excess accrued wages fair value shares issued 192565 recorded additional paidin capital due related party relationship december 31 2013 shares issued 312500 obligation recorded stock payable december 31 2014 preferred shares issued removed stock payable january 10 2014 board directors approved issue capital stock additional compensation officers board director members amount dollars authorized dollar amount shares represent shown chart december 31 2014 395000 recorded stock payable march 12 2014 two shareholders loaned shares company exchange note payable shares available paid 50 premium total shares returned treasury 9500000 shares repaid 14250000 shares available recorded stock payable 213750 premium expensed financing costs shares valued fair value day transaction september 26 2014 company entered promissory note “note” e world “holder” principal amount 71500 bearing 9 annual interest rate unsecured maturing november 10 2014 additionally note provides issuance common stock value equal loan amount 10250 outstanding note december 31 2014 see also note 7 notes payable note 9 subsequent events shares common stock issued note september 30 2014 market prices totaled 3095238 december 18 2014 company received 20000 exchange issuance restricted common shares typenex june 18 2015 company issue 20000 unrestricted shares typenex number equal 20000 divided closing price company’s stock june 17 2015 warrants may 13 2014 company issued warrants typenex coinvestment llc 1500000 shares company’s common stock exercisable 05 per share warrants expire february 13 2019 warrants issued conjunction advance promissory note issued entity see also typenex coinvestment llc promissory note february 13 2014 note 6 convertible notes stock options july 1 2014 company issued options david w morgan company’s chief financial officer purchase 1000000 shares company’s common stock closing price july 1 2014 closing price date 0024 per share 500000 options vest july 1 2015 remaining 500000 options vest july 1 2016 accordance employment agreement executed july 1 2014 morgan company see also note 4 related party transactions note 9 fair value measurements fasb asc 820 fair value measurements defines fair value establishes framework measuring fair value generally accepted accounting principles prescribes disclosures fair value measurements defined asc 820 fair value price would received sell asset paid transfer liability n orderly transaction market participants measurement date exit price company utilizes market data assumptions market participants would use pricing asset liability including assumptions risk risks inherent inputs valuation technique inputs readily observable market corroborated generally unobservable company classifies fair value balances based observability inputs asc 820 establishes fair value hierarchy prioritizes inputs used measure fair value hierarchy gives highest priori ty unadjusted quoted prices active markets identical assets liabilities level l measurement lowest priority unobservable inputs level 3 measurement three levels fair value hierarchy defined asc 820 follows level 1 quoted prices available active markets identical assets liabilities reporting date active markets transactions asset liability occur sufficient frequency volume provide pricing information ongoing basis level l primarily consists financial instruments exchangetraded derivatives marketable securities listed equities level 2 pricing inputs quoted prices active markets included level 1 either directly indirectly observable reported date level 2 includes financial instruments valued using models valuation methodologies models primarily industrystandard models consider various assumptions including quoted forward prices commodities time value volatility factors current market contractual prices underlying instruments well relevant economic measures substantially assumptions observable marketplace throughout full term instrument derived observable data supported observable levels transactions executed marketplace instruments category generally include nonexchangetraded derivatives commodity swaps interest rate swaps options collars level 3 pricing inputs include significant inputs generally less observable objective sources inputs may used internally developed methodologies result managements best estimate fair value valuation techniques may used measure fair value follows market approach uses prices relevant information generated market transactions involving identical comparable assets liabilities income approach uses valuation techniques convert future amounts single present amount based current market expectations future amounts including present value techniques optionpricing models excess earnings method cost approach based amount currently would required replace service capacity asset replacement cost carrying value companys borrowings reasonable estimate fair value borrowings companys credit facility variable rates reflect currently available terms conditions similar debt companys assessment significance particular input fair value measurement requires judgment may affect valuation fair value assets liabilities placement within fair value hierarchy levels following table sets forth level within fair value hierarchy companys financial assets liabilities accounted fair value december 31 2014 december 31 2013 required fasb asc 820 financial assets classified entirety based lowest level input significant fair value measurement addition fasb issued “the fair value option financial assets financial liabilities” guidance expands opportunities use fair value measurements financial reporting permits entities choose measure many financial instruments certain items fair value company elect fair value option qualifying financial instruments note 10 income taxes company provides income taxes fasb asc 740 income taxes fasb asc 740 requires use asset liability approach accounting income taxes deferred tax assets liabilities recorded based differences financial statement tax bases assets liabilities tax rates effect currently fasb asc 740 requires reduction deferred tax assets valuation allowance based weight available evidence likely deferred tax assets realized company’s opinion uncertain whether generate sufficient taxable income future full utilize net deferred tax asset accordingly valuation allowance equal deferred tax asset recorded total deferred asset 3796632 3029991 2013 calculated multiplying 35 estimated tax rate cumulative net operating losses 10838556 total valuation allowance 3796632 3029991 2013 details last two periods follow december 31 2014 company available unused operating loss carry forwards approximately 10838556 10072185 2013 federal taxes may provide future tax benefits expiring 2021 2034 note 11 subsequent events may 16 2013 company cirque energy ii llc announced entry contribution agreement members cirque energy ii llc receive 43359487 shares company’s common stock closing another 43359487 shares common stock time stock price reaches 050 per share agreement yet consummated january 16 2015 company received 3000 pursuant promissory note issued frank o’donnell note unsecured bears interest 6 matures march 31 2015 requires issuance 3000 shares company’s common stock january 29 2015 company sold 40 class convertible shares 40000 shares par value 1 per share stated value 10 per share call payment quarterly dividend annual rate 800 shares accrued unpaid dividends convertible investors time first 24 months investment shares company’s common stock 50 average closing price company’s common stock ten trading days immediately prior conversion company must redeem shares 24 month holding period repaying initial investment unpaid dividends additionally mandatory redemption calls investors receive number common shares equal initial investment divided daily average closing price company’s common stock ten trading days immediately prior redemption february 4 2015 company sold 60 class convertible shares 60000 shares par value 1 per share stated value 10 per share call payment quarterly dividend annual rate 800 shares accrued unpaid dividends convertible investors time first 24 months investment shares company’s common stock 50 average closing price company’s common stock ten trading days immediately prior conversion company must redeem shares 24 month holding period repaying initial investment unpaid dividends additionally mandatory redemption calls investors receive number common shares equal initial investment divided daily average closing price company’s common stock ten trading days immediately prior redemption february 10 2015 lg capital funding converted 15000 principal 3040 accrued interest amount owing note dated september 18 2013 2405369 shares company’s common stock february 12 2015 union capital converted 5000 principal 387 accrued interest amount owing note dated april 2 2014 718283 shares company’s common stock february 23 2015 lg capital funding converted 11500 principal remaining 2421 accrued interest amount owing note dated september 18 2013 2485891 shares company’s common stock february 23 2015 gel properties converted 1000 amount owing note dated january 21 2014 5000000 shares company’s common stock march 16 2015 gel properties converted 2000 amount owing note dated january 21 2014 456621 shares company’s common stock february 25 2015 gel properties converted 2200 amount owing note dated january 21 2014 402299 shares company’s common stock february 26 2015 gel properties converted 2200 amount owing note dated january 21 2014 436508 shares company’s common stock march 6 2015 company sold 20 class convertible shares 20000 shares par value 1 per share stated value 10 per share call payment quarterly dividend annual rate 800 shares accrued unpaid dividends convertible investors time first 24 months investment shares company’s common stock 50 average closing price company’s common stock ten trading days immediately prior conversion company must redeem shares 24 month holding period repaying initial investment unpaid dividends additionally mandatory redemption calls investors receive number common shares equal initial investment divided daily average closing price company’s common stock ten trading days immediately prior redemption march 9 2015 company sold 5 class convertible shares 5000 shares par value 1 per share stated value 10 per share call payment quarterly dividend annual rate 800 shares accrued unpaid dividends convertible investors time first 24 months investment shares company’s common stock 50 average closing price company’s common stock ten trading days immediately prior conversion company must redeem shares 24 month holding period repaying initial investment unpaid dividends additionally mandatory redemption calls investors receive number common shares equal initial investment divided daily average closing price company’s common stock ten trading days immediately prior redemption march 16 2015 gel properties converted 2000 amount owing note dated january 21 2014 456621 shares company’s common stock april 9 2015 matthew morris converted 12600 amount owing note dated november 8 2013 5000000 shares company’s common stock item 9 item 8 financial statements financial statements together report auditors follows e world interactive inc financial statements december 31 2010 december 31 2009 restated e world interactive inc financial statements table contents page report independent registered public accounting firm report independent registered public accounting firm consolidated balance sheets consolidated statements operations consolidated statements stockholder’s deficit consolidated statements cash flows footnotes consolidated financial statements report independent registered public accounting firm board directors stockholders e world interactive inc audited accompanying consolidated balance sheet e world interactive inc development stage company “company” december 31 2010 related consolidated statements operations stockholders’ deficit comprehensive loss cash flows year ended period april 1 2010 development stage entry date december 31 2010 e world interactive inc’s management responsible financial statements responsibility express opinion financial statements based audit conducted audits accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit also includes examining test basis evidence supporting amounts disclosures financial statements assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audit provides reasonable basis opinion financial statements referred present fairly material respects financial position e world interactive inc development stage company december 31 2010 results operations cash flows year ended period april 1 2010 development stage entry date december 31 2010 conformity accounting principles generally accepted united states america accompanying financial statements prepared assuming company continue going concern discussed note 3 financial statements company suffered recurring losses operations raise substantial doubt ability continue going concern management’s plans regard matters also described note 3 financial statements include adjustments might result outcome uncertainty de joya griffith company llc henderson nevada april 20 2011 member firm russell bedford international 2580 anthem village dr henderson nv 89052 telephone 702 5631600 ● facsimile 702 9208049 e world interactive inc development stage company notes audited consolidated financial statements note 1 nature operations company incorporated florida july 16 1998 name salty’s warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners although company also sold assorted goods 6watches sunglasses sports games december 11 2006 owners aggregate 22450000 shares common stock salty’s warehouse inc sold private transaction shares held group approximately 54 purchasers result transaction change control company occurred resulting change name company e world interactive inc “company” “e world” time e world mainly engaged selling online game services media production business mainland china operated sector time company disposed subsidiaries shanghai e world china information technologies co ltd “e world china” mojo media works limited august 2008 following ceased business online game media production business became dormant shell company march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 25000000 newly authorized issued common stock e world interactive inc “ewrl” e world executed forty one reverse split issued outstanding common stock also entered series agreements various holders convertible notes convert notes payable plus accumulated interest e world common stock aggregate 6872830 shares common stock result transaction change control company occurred e world interactive inc blue atelier owning 75 outstanding common stock e world may 2010 e world acquired 100 outstanding common stock media technology solutions inc nevada corporation variety media related interests rights emerged dormant shell status consideration purchase media technology 10000000 shares e world common stock blue atelier inc principle shareholder media technology also largest shareholder e world following acquisition e world moved principal office las vegas nevada acquisition media technology accounted similar pooling accordance gaap entities common control e world’s key area business renewable energy driven business series opportunities energy real estate solar wind energy generation storage projects tv based media marketing programs note 2 summary significant accounting policies basis presentation accompanying consolidated financial statements prepared accordance generally accepted accounting principles united states america “us gaap” significant accounting policies followed company preparation accompanying consolidated financial statements summarized april 1 2010 company entered development stage accumulating net loss 153860 april 1 2010 december 31 2010 b principles consolidation consolidated financial statements include accounts e world wholly owned subsidiaries may 24th 2010 company acquired 100 outstanding stock media technology solutions inc date acquisition media technology 95 owned blue atelier inc majority shareholder e world interactive inc acquisition accounted means pooling entities date inception media technology february 01 2010 entities common control significant intercompany transactions balances eliminated c cash equivalents company considers highly liquid instruments maturities three months less time issuance cash equivalents use estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates judgments assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date consolidated financial statements footnotes thereto actual results could differ estimates significant estimates inherent preparation consolidated financial statements include accounting asset impairments reserves established doubtful accounts equitybased compensation depreciation amortization business combinations income taxes litigation matters contingencies e significant risks uncertainties companys management believes changes following areas could material adverse effect companys future financial position results operations cash flows companys limited operating history company’s ability acquire new companies profitable operations company’s ability generate revenue positive cash flow advances trends new technologies industry standards competition competitors regulatory related factors risks associated companys ability attract retain employees necessary support growth risks associated companys growth strategies f impairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different g leases substantially risks rewards ownership assets remain leasing company accounted operating leases company currently leases office space anthem investments llc renewable every 6 months current lease runs 11110 53111 h taxation company accounts income taxes provisions financial accounting standards board’s accounting standards codification “asc” 740 “income taxes” asc 740 income taxes accounted asset liability method deferred taxes determined based upon differences financial reporting tax bases assets liabilities currently enacted statutory tax rates years differences expected reverse effect deferred taxes change tax rates recognized income period change valuation allowance provided deferred tax assets extent likely deferred tax assets realized total income tax provision includes current tax expenses applicable tax regulations change balance deferred tax assets liabilities company follows accounting guidance provides tax benefit uncertain tax position may recognized likely position sustained upon examination including resolutions related appeals litigation processes based technical merits income tax provisions must meet likelythannot recognition threshold effective date recognized initially subsequent periods basic diluted net earnings loss per share company computes net income loss per share accordance asc 20510 requires presentation basic diluted earnings per shares “eps” face income statement basic eps computed dividing net income loss available common shareholders numerator weighted average number shares outstanding denominator period diluted eps gives effect potentially dilutive common shares outstanding period computing diluted eps average stock price period used determining number shares assumed purchased exercise stock options warrants diluted eps excludes potentially dilutive shares effect antidilutive presented accompanying statements j foreign currency translation functional reporting currency company united states dollar “us dollar” monetary assets liabilities denominated currencies us dollar translated us dollar rates exchange balance sheet date transactions currencies us dollar year converted us dollar applicable rates exchange prevailing first day month transactions occurred translation adjustments reported cumulative translation adjustments shown separate component comprehensive income loss statement stockholders’ equity k comprehensive income company utilizes asc 22010 comprehensive income statement establishes standards reporting display comprehensive income loss components financial statements december 31 2009 company reported 1113 comprehensive loss represents foreign currency translation adjustments l fair value financial instruments carrying value company’s financial instruments including cash amounts due shareholdersrelated parties accounts payables approximate fair values due immediate shortterm maturity instruments management’s opinion company exposed significant interest price credit risks arising financial instruments concentration credit risk financial instruments potentially expose company significant concentrations credit risk consist principally cash company places cash financial institutions highcredit ratings n stockbased compensation company adopted fasb accounting standards codification topic 71810 “compensation stock compensation” “asc 71810” requires measurement recognition compensation expense stockbased payment awards made employees directors fair value recognition provisions asc 71810 stockbased compensation cost measured grant date based fair value award recognized expense vesting period company accounts equity instruments issued exchange receipt goods services employees accordance fasb asc 71810 conclusions reached fasb asc 50550 costs measured estimated fair market value consideration received estimated fair value equity instruments issued whichever reliably measurable value equity instruments issued consideration employee services determined earliest performance commitment completion performance provider goods services defined fasb asc 50550 recent accounting pronouncements company evaluated recent pronouncements accounting standards updates “asu” 201101 believes none material impact company’s financial position results operations cash flows note 3 going concern accompanying consolidated financial statements prepared assuming continue going concern company revenue periods presented accumulated deficit 4151336 accumulated deficit since entry development stage 153860 ability continue going concern dependent upon creation profitable operations company operated assistance interest free loan advances major shareholder blue atelier inc also intend use borrowings security sales mitigate effects cash position however assurance given debt equity financing required available consolidated financial statements include adjustments relating recoverability classification recorded assets classification liabilities might necessary unable continue going concern note 4 related party transactions company records transactions commercial substance related parties fair value determined management following list related party transactions balances december 31 2010 2009 amounts due shareholdersrelated parties noninterest bearing unsecured due upon demand media technology solutions inc wholly owned subsidiary holds 8 convertible note blue atelier inc majority shareholder e world convertible note issued media technology connection purchase intangible assets note matures march 31 2011 interest due maturity may converted e world common stock price agreed blue atelier inc agreed extend maturity date september 30 2011 terms conditions interest due maturity note 5 acquisition media technology solutions inc may 24 2010 e world interactive inc entered purchase agreement acquire 100 media technology solutions inc “media technology” date acquisition media technology 95 owned blue atelier inc majority shareholder e world interactive inc acquisition accounted manner silimar pooling entities gaap entitites common control time transaction accordingly accompanying financial statements include results media technology date inception media technology february 01 2010 date acquisition media technology held number contracts rights agreements entered directly acquired agreements including exclusive rights develop license hi tops sport bar brand china ii exclusive agent premier entertainment services international inc china iii tv broadcast agreements joint venture development agreements various tv properties including samantha’s outdoor show tv personality samantha virk cowboy lifestyle show sportstainment live llc international mothers hall fame mothers hall fame sells tributes mothers form certificates recognition enrolment international mothers hall fame launched end june 2010 due disappointing results failure generate revenues tv direct marketing campaign discontinued date acquisition media technology fixed assets carried convertible promissory note payable principal shareholder blue atelier inc 150000 convertible promissory note matures march 31 2011 holders note indicated extend maturity date september 30 2011 consideration purchase media technology 10000000 shares e world common stock blue atelier inc principle shareholder media technology largest shareholder e world holding 25000000 shares 33252480 shares outstanding date acquisition media technology accumulated loss 167543 shareholder’s fund deficit 166543 date acquisition accumulated deficit principally due fact media technology purchased intangible assets referred principle shareholder blue atelier unsecured convertible note payable 150000 executed company consideration date intangible assets purchased unsecured convertible note payable blue atelier exceeded transferors’ historical cost basis 150000 excess recorded deemed distribution blue atelier note 6 accounts payable accrued liabilities note 7 operating lease commitments company currently leases office space anthem investments llc renewable every 6 months term lease runs 11110 53111 lease provides payments 150 per month note 8 income taxes company provides income taxes fasb asc 740 income taxes fasb asc 740 requires use asset liability approach accounting income taxes deferred tax assets liabilities recorded based differences financial statement tax bases assets liabilities tax rates effect currently fasb asc 740 requires reduction deferred tax assets valuation allowance based weight available evidence likely deferred tax assets realized company’s opinion uncertain whether generate sufficient taxable income future fully utilize net deferred tax asset accordingly valuation allowance equal deferred tax asset recorded total deferred tax asset 58016 calculated multiplying 35 estimated tax rate cumulative nol 165760 total valuation allowance 58016 details last two periods follow estimated corporate federal net operating loss nol 58016 2010 expire 2030 december 31 2010 company available unused federal operating loss carry forwards approximately 1633860 federal taxes may provide future tax benefits expiring 2021 2022 note 9 common stock march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 25000000 newly authorized issued common stock eworld interactive inc “ewrl” ewrl executes forty one reverse split presently issued outstanding ewrl common stock exchange 250000 blue atelier provided company noninterest bearing loan 250000 costs fees required maintain full reporting status ewrl quotation common stock otcbb advances made loan go towards cost newly issued stock following blue atelier acquired 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement transaction completed 2009 short term borrowings eliminated issue stock purchase agreement change par value march 25 2011 eworld interactive inc “company” sent division corporations amendment section florida secretary state amendment specifying following “this corporation authorized issue one hundred fifty million 150000000 shares designated “common stock” five million 5000000 shares designated “preferred stock” shall 0001 par value change articles incorporation consisted adding par value 0001 previously par value 0 change par value retroactively reflected accompanying financial statements conversion notes payable 2009 company entered series agreements various holders convertible notes convert 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock issues october 2009 company issued 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement blue atelier inc may 2010 company issued 10000000 newly authorized issued common stock acquisition 100 outstanding stock media technology solutions inc accordance stock purchase agreement shareholders blue atelier inc time acquisition 95 shareholder media technology solutions inc media technology issued 950000 shares newly authorized issued common stock 950 cash 50000 shares newly authorized issued common stock services 50 july 2010 company issued 10000 newly authorized issued common stock services 150 note 10 restatement note upon completion company’s financial statements december 31 2010 accounting error discovered required restatement amounts previously reported audit financial statements december 31 2010 company determined professional fees accounts payable year ended december 31 2009 understated 20000 due invoices related 2009 provided company march 2011 restatement impact earnings per common share stated previously financial statements following summary impact restatement company’s consolidated statement operations cash flows balance sheet december 31 2009 note 11 subsequent events company’s subsidiary media technology solutions inc entered letter intent regard management new zoo revue children’s tv property including continuing management existing license agreements developments agreements property media technology since signed revenue share license agreement family tv llc item 9 item 8 financial statements financial statements together report auditors follows green energy renewable solutions inc financial statements december 31 2011 december 31 2010 green energy renewable solutions inc financial statements table contents report independent registered public accounting firm board directors stockholders green energy renewable solutions inc audited accompanying consolidated balance sheets green energy renewable solutions inc fka e world interactive inc development stage company “company” december 31 2011 2010 related consolidated statements operations stockholders’ deficit comprehensive income cash flows years ended period april 1 2010 development stage entry date december 31 2011 green energy renewable solutions’ management responsible financial statements responsibility express opinion financial statements based audits conducted audits accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement company required engaged perform audit internal control financial reporting audit included consideration internal control financial reporting basis designing audit procedures appropriate circumstances purpose expressing opinion effectiveness company’s internal control financial reporting accordingly express opinion audit also includes examining test basis evidence supporting amounts disclosures financial statements assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion financial statements referred present fairly material respects financial position green energy renewable solutions incfka e world interactive inc development stage company december 31 2011 2010 results operations cash flows years ended period april 1 2010 development stage entry date december 31 2011 conformity accounting principles generally accepted united states america accompanying financial statements prepared assuming company continue going concern discussed note 3 financial statements company suffered losses operations raise substantial doubt ability continue going concern management’s plans regard matters also described note 3 financial statements include adjustments might result outcome uncertainty de joya griffith company llc henderson nevada april 11 2011 anthem village dr henderson nv 89052 telephone 702 5631600 ● facsimile 702 9208049 member firm russell bedford international green energy renewable solutions inc development stage company consolidated balance sheets audited accompanying notes integral part consolidated financial statements green energy renewable solutions inc development stage company consolidated statements operations audited accompanying notes integral part consolidated financial statements green energy renewable solutions inc development stage company consolidated statements cash flows audited accompanying notes integral part consolidated financial statements green energy renewable solutions inc subsidiaries consolidated statements stockholders’ deficit comprehensive income accompanying notes integral part consolidated financial statements green energy renewable solutions inc development stage company notes consolidated financial statements note 1 nature operations company incorporated florida july 16 1998 name salty’s warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners although company also sold assorted goods 6watches sunglasses sports games december 11 2006 owners aggregate 241431 shares 22450000 shares reflecting effect cancelation 11952999 shares 46 to1 forward split 2007 40 1 reverse split 2009 5 to1 reverse split january 2012 common stock salty’s warehouse inc sold private transaction shares held group approximately 54 purchasers result transaction change control company occurred resulting change name company e world interactive inc “company” “e world” time e world mainly engaged selling online game services media production business mainland china operated sector time company disposed subsidiaries shanghai e world china information technologies co ltd “e world china” mojo media works limited august 2008 following ceased business online game media production business became dormant shell company march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquired 5000000 25000000 shares effect 5 1 reverse split january 2012 newly authorized issued common stock e world interactive inc “ewrl” e world executed forty one reverse split issued outstanding common stock also entered series agreements various holders convertible notes convert notes payable plus accumulated interest e world common stock aggregate 1374566 shares 6872830 shares effect 5 1 reverse split january 2012 common stock result transaction change control company occurred e world interactive inc blue atelier owning 75 outstanding common stock e world may 2010 company acquired 100 outstanding common stock media technology solutions inc nevada corporation variety media related interests rights emerged dormant shell status consideration purchase media technology 2000000 shares 10000000 shares effect 5 1 reverse split january 2012 e world common stock blue atelier inc principle shareholder media technology also largest shareholder e world following acquisition e world moved principal office las vegas nevada acquisition media technology accounted similar pooling accordance gaap entities common control’ media technology solutions commenced operations development stage company april 01 2010 acquisition accounted pooling entities common control company considered development stage company date april 01 2010 september 17 2011 e world entered letter intent “loi” green renewable energy solutions inc “gres” purpose acquire assets gres included certain contracts acceptance processing disposal construction demolition waste part agreement e world changed name green energy renewable solutions “green energy renewable solutions” “gers” effective december 12 2011 part loi green energy renewable solutions fka e world interactive would complete 5 1 reverse split spinout subsidiary company e world corp media technology solutions inc complete transaction issuance stock purchase assets green renewable energy solutions inc green energy renewable solutions inc development stage company notes consolidated financial statements january 26 2012 green energy renewable solutions inc fka e world interactive inc completed 5 1 reverse split finra approved name change reverse split january 26 2012 effect reverse split retroactively reflected financial statements february 1 2012 e world corp including subsidiary company media technology solutions inc spunout separate private company spinout completed way share dividend one e world corp share issued every share held date reverse split approval february 04 2012 green renewable energy solutions inc executed asset purchase agreement green energy renewable solutions inc fka e world interactive inc issuer herein terms asset purchase agreement green energy renewable solutions fka e world interactive inc purchased assets green renewable energy solutions inc 4604667 common shares green energy renewable solutions inc fka e world interactive inc 2302333 common shares deferred consideration green energy renewable solutions’ key area business focused development construction demolition waste business opportunity highland park michigan development waste energy opportunities related business green energy renewable solutions head office 2029 paradise road las vegas nv 89104 note 2 summary significant accounting policies abasis presentation accompanying consolidated financial statements prepared accordance generally accepted accounting principles united states america “us gaap” significant accounting policies followed company preparation accompanying consolidated financial statements summarized april 1 2010 company entered development stage accumulating net loss 490462 april 1 2010 december 31 2011 bprinciples consolidation consolidated financial statements include accounts green energy renewable solutions wholly owned subsidiaries july 27 2011 company incorporated new wholly owned subsidiary e world corp may 24 2010 company acquired 100 outstanding stock media technology solutions inc date acquisition media technology 95 owned blue atelier inc majority shareholder green energy renewable solutions interactive inc acquisition accounted means pooling entities date inception media technology february 1 2010 entities common control significant intercompany transactions balances eliminated ownership media technology solutions inc transferred e world corp transaction effect consolidated financial statements december 31 2011 february 01 2012 e world corp spunout green energy renewable solutions transaction reflected financial statements december 31 2011 way note 9 subsequent events green energy renewable solutions inc development stage company notes consolidated financial statements ccash cash equivalents company considers highly liquid instruments maturities three months less time issuance cash equivalents duse estimates preparation financial statements conformity generally accepted accounting principles requires management make estimates judgments assumptions affect reported amounts assets liabilities disclosure contingent assets liabilities date consolidated financial statements footnotes thereto actual results could differ estimates significant estimates inherent preparation consolidated financial statements include accounting asset impairments reserves established doubtful accounts stockbased compensation depreciation amortization business combinations income taxes litigation matters contingencies esignificant risks uncertainties companys management believes changes following areas could material adverse effect companys future financial position results operations cash flows companys limited operating history company’s ability acquire new companies profitable operations company’s ability generate revenue positive cash flow advances trends new technologies industry standards competition competitors regulatory related factors risks associated companys ability attract retain employees necessary support growth risks associated companys growth strategies fimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different green energy renewable solutions inc development stage company notes consolidated financial statements gleases leases substantially risks rewards ownership assets remain leasing company accounted operating leases company leased office space anthem investments llc september 2011 october 2011 leased office space 1001 convention center drive las vegas 89109 monthtomonth basis moving current offices 2029 paradise road las vegas 89104 company agreed purchase real estate highland park michigan 48203 pending closure purchase company leasing real estate monthtomonth basis htaxation company accounts income taxes provisions financial accounting standards board’s accounting standards codification “asc” 740 “income taxes” asc 740 income taxes accounted asset liability method deferred taxes determined based upon differences financial reporting tax bases assets liabilities currently enacted statutory tax rates years differences expected reverse effect deferred taxes change tax rates recognized income period change valuation allowance provided deferred tax assets extent likely deferred tax assets realized total income tax provision includes current tax expenses applicable tax regulations change balance deferred tax assets liabilities company follows accounting guidance provides tax benefit uncertain tax position may recognized likely position sustained upon examination including resolutions related appeals litigation processes based technical merits income tax provisions must meet likelythannot recognition threshold effective date recognized initially subsequent periods ibasic diluted net earnings loss per share company computes net income loss per share accordance asc 20510 requires presentation basic diluted earnings per share “eps” face income statement basic eps computed dividing net income loss available common shareholders numerator weighted average number shares outstanding denominator period diluted eps gives effect potentially dilutive common shares outstanding period computing diluted eps average stock price period used determining number shares assumed purchased exercise stock options warrants diluted eps excludes potentially dilutive shares effect antidilutive presented accompanying statements green energy renewable solutions inc development stage company notes consolidated financial statements jforeign currency translation functional reporting currency company united states dollar “us dollar” monetary assets liabilities denominated currencies us dollar translated us dollar rates exchange balance sheet date transactions currencies us dollar year converted us dollar applicable rates exchange prevailing first day month transactions occurred translation adjustments reported cumulative translation adjustments shown separate component comprehensive income loss statement stockholders’ equity kcomprehensive income company utilizes asc 22010 comprehensive income statement establishes standards reporting display comprehensive income loss components financial statements elements company’s comprehensive income loss reported accompanying consolidated statements equity comprehensive income loss balance accumulated comprehensive income consisted solely foreign currency translation adjustments lfair value financial instruments carrying value company’s financial instruments including cash amounts due shareholdersrelated parties accounts payables approximate respective fair values due immediate shortterm maturity instruments management’s opinion company exposed significant interest price credit risks arising financial instruments mconcentration credit risk financial instruments potentially expose company significant concentrations credit risk consist principally cash company places cash financial institutions highcredit ratings nstockbased compensation company adopted fasb accounting standards codification topic 71810 “compensation stock compensation” “asc 71810” requires measurement recognition compensation expense stockbased payment awards made employees directors fair value recognition provisions asc 71810 stockbased compensation cost measured grant date based fair value award recognized expense vesting period green energy renewable solutions inc development stage company notes consolidated financial statements company accounts equity instruments issued exchange receipt goods services employees accordance fasb asc 71810 conclusions reached fasb asc 50550 costs measured estimated fair market value consideration received estimated fair value equity instruments issued whichever reliably measurable value equity instruments issued consideration employee services determined earliest performance commitment completion performance provider goods services defined fasb asc 50550 orecent accounting pronouncements company evaluated recent pronouncements accounting standards updates “asu” 201112 believes none material impact company’s financial position results operations cash flows note 3 going concern accompanying consolidated financial statements prepared assuming continue going concern company revenue periods presented accumulated deficit 4514336 accumulated deficit since entry development stage 490462 ability continue going concern dependent upon creation profitable operations company operated principally assistance interest free loan advances major shareholder blue atelier inc also intend use borrowings security sales mitigate effects cash position however assurance given debt equity financing required available consolidated financial statements include adjustments relating recoverability classification recorded assets classification liabilities might necessary unable continue going concern note 4 related party transactions company records transactions commercial substance related parties fair value determined management following list related party transactions balances december 31 2011 2010 amounts due shareholdersrelated parties noninterest bearing unsecured due upon demand media technology solutions inc wholly owned subsidiary e world corp holds 8 convertible note blue atelier inc majority shareholder green energy renewable solutions convertible note issued media technology connection purchase intangible assets note matures march 31 2012 interest due maturity media technology subsidiary e world corp spunout separate company february 2012 see note 9 subsequent events green energy renewable solutions inc development stage company notes consolidated financial statements september 20 2011 e world corp entered short term loan note green renewable energy solutions inc joe durant controlling shareholder 5000 due repayable november 20 2011 green energy renewable solutions fka e world interactive inc entered letter intent green renewable energy solutions inc acquire assets green renewable energy completed february 2012 mr joe durant controlling shareholder green renewable energy solutions also become director ceo green energy renewable solutions fka e world august 2011 shortterm loan note annual interest rate 12 secured assets borrower remains outstanding december 31 2011 note 5 e world corp e world corp incorporated nevada july 2011 wholly owned subsidiary green energy renewable solutions fka e world interactive inc whose principal purpose develop new projects continue development projects related business construction demolition waste recycling highland park michigan development waste energy opportunities related part reorganization company operations ownership wholly owned subsidiary media technology solutions inc transferred e world corp february 01 2012 e world corp including subsidiary company media technology solutions inc spun separate private company way share dividend one e world corp share issued every share held e world corp’s primary focus development renewable energy projects seeks consolidate renewable energy technologies provider integrated energy solutions renewable energy storage key area future business e world corp combining strategic partnerships major technology owners e world corp become agent technologies territories locations e world corp seeking operate exclusivity technologies territories specific applications e world corp media subsidiary media technology solutions inc seek develop marketing opportunities showcase latest technologies renewable energy developments note 6 operating lease commitments company currently leases office space month basis 1001 convention center drive las vegas 89109 month basis moving current offices 2029 paradise road las vegas 89104 company agreed purchase real estate highland park michigan 48203 pending closure purchase company leasing real estate month basis period exceed 6 months 5000 per month purchase price real estate reduced 50 lease payments note 7 income taxes company provides income taxes fasb asc 740 income taxes fasb asc 740 requires use asset liability approach accounting income taxes deferred tax assets liabilities recorded based differences financial statement tax bases assets liabilities tax rates effect currently green energy renewable solutions inc development stage company notes consolidated financial statements fasb asc 740 requires reduction deferred tax assets valuation allowance based weight available evidence likely deferred tax assets realized company’s opinion uncertain whether generate sufficient taxable income future fully utilize net deferred tax asset accordingly valuation allowance equal deferred tax asset recorded total deferred tax asset 117811 58016 2010 calculated multiplying 35 estimated tax rate cumulative nol 324602 total valuation allowance 113611 58016 2010 details last two periods follow estimated corporate federal net operating loss carryfoward nol 113611 58016 2010 expire 2031 december 31 2011 company available unused federal operating loss carry forwards approximately 1739671 1633860 2010 federal taxes may provide future tax benefits expiring 2021 2022 green energy renewable solutions inc development stage company notes consolidated financial statements note 8 common stock change par value march 25 2011 green energy renewable solutions “company” sent division corporations amendment section florida secretary state amendment specifying following “this corporation authorized issue one hundred fifty million 150000000 shares designated “common stock” five million 5000000 shares designated “preferred stock” shall 0001 par value change articles incorporation consisted adding par value 0001 previously par value 0 change par value retroactively reflected accompanying financial statements reverse split october 4 2011 board directors approved 5 1 reverse stock split issued outstanding common stock split retroactively applied financial statements resulting decrease number shares outstanding decrease par value common stock corresponding increase additional paidin capital reverse stock split approved finra january 26 2012 share amounts included financial statements retroactively restated reflect reverse stock split stock issues may 25 2010 company issued 2000000 newly authorized issued common stock acquisition 100 outstanding stock media technology solutions inc accordance stock purchase agreement shareholders blue atelier inc time acquisition 95 shareholder media technology solutions inc february 01 2012 media technology issued 1900000 shares newly authorized issued common stock 950 cash 100000 shares newly authorized issued common stock services 50 july 08 2010 company issued 2000 newly authorized issued common stock services 150 october 04 2011 company issued 600000 shares newly authorized issued common stock 150000 cash number shares issues referred note 8 show retroactive application stock splits note 9 subsequent events january 26 2012 green energy renewable solutions inc fka e world interactive inc completed 5 1 reverse split february 01 2012 e world corp including subsidiary company media technology solutions inc spun separate private company way share dividend one e world corp share issued every share held date reverse split approval finra approved name change reverse split january 26 2012 effect reverse split retroactively reflected financial statements green energy renewable solutions inc development stage company notes consolidated financial statements january 26 2012 company completed 5 1 reverse split following finra’s approval name change reverse split february 01 2012 e world corp including subsidiary company media technology solutions inc spunout separate private company way share dividend one e world corp share issued every share held date reverse split approval retroactive effect reverse split reflected financial statements represents unaudited proforma balance sheets green energy renewable solutions e world corp subsidiaries december 31 2011 show effect spinout e world corp subsidiaries spinout took place december 31 2011 spinout completed effective february 01 2012 february 04 2012 green renewable energy solutions inc executed asset purchase agreement green energy renewable solutions inc fka e world interactive inc issuer herein terms asset purchase agreement green energy renewable solutions fka e world interactive inc purchased assets green renewable energy solutions inc 4604667 common shares green energy renewable solutions inc fka e world interactive inc 2302333 common shares deferred consideration february 04 march 08 2012 524787 shares issued respect 52478 arising various consulting retainer agreements advisory services 3655820 shares respect 365582 financing facilities provided company e world corp respect startup costs relating construction demolition waste operations highland park mi operating overheads item 9 item 8 financial statements financial statements together report auditors follows eworld interactive inc financial statements fiscal years ended december 31 2008 december 31 2009 eworld interactive inc financial statements table contents page independent auditors report balance sheets statements operations statement stockholders equity statement cash flows footnotes financial statements report independent registered public accounting firm board directors shareholders eworld interactive inc audited accompanying consolidated balance sheets eworld interactive inc company eworld subsidiary december 31 2009 2008 related consolidated statements operations stockholders equity comprehensive income cash flows years twoyear period ended december 31 2009 financial statements responsibility companys management responsibility express opinion consolidated financial statements based audits conducted audits accordance standards public company accounting oversight board united states standards require plan perform audit obtain reasonable assurance whether financial statements free material misstatement audit includes examining test basis evidence supporting amounts disclosures financial statements audit also includes assessing accounting principles used significant estimates made management well evaluating overall financial statement presentation believe audits provide reasonable basis opinion consolidated financial statements referred present fairly material respects financial position eworld interactive inc subsidiaries december 31 2009 2008 results operations cash flows years twoyear period ended december 31 2009 conformity us generally accepted accounting principles accompanying consolidated financial statements prepared assuming company continue going concern discussed note 3 consolidated financial statements company became dormant revenue disposal eworld china mojo media group 2008 ability continue going concern dependent upon acquiring new company profitable operations company also adopted additional measures improve group immediate liquidity sustain group going concern details disclosed note 13 consolidated financial statements consolidated financial statements include adjustments might result outcome uncertainty shanghai perfect cpa partnership certified public accountants prc china 10 april 2009 accompanying notes integral part financial statements eworld interactive inc development stage company notes financial statements note 1 nature operations company incorporated florida july 16 1998 name saltys warehouse inc engaged selling name brand consumer products internet company focused selling consumer electronics audiovideo equipment speakers amplifiers tuners although company also sold assorted goods watches sunglasses sports games december 11 2006 owners aggregate 22450000 shares common stock saltys warehouse inc sold private transaction shares held group approximately 54 purchasers result transaction change control company occurred resulting subsequently change name company eworld interactive inc result transaction mr guy peckham acquired 14077229 common shares representing 627 total issued outstanding common shares changed name company eworld interactive inc eworld mainly engaged selling online game services media production business mainland china disclosed note 13 consolidated financial statements company disposed shanghai eworld china information technologies co ltd eworld china mojo media works limited subsidiary august 2008 company since ceased business online game media production business became dormant shelf company currently seeking acquire new operating entity may different business scope march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquire 25000000 newly authorized issued common stock eworld interactive inc ewrl executes forty one reverse split presently issued outstanding ewrl common stock exchange 250000 blue atelier provided company noninterest bearing loan 250000 costs fees required maintain full reporting status ewrl quotation common stock otcbb advances made loan go towards cost newly issued stock company completed forty one reverse split september 2009 entered series agreements various holders convertible notes convert 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock following blue atelier acquired 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement note 2 summary significant accounting policies abasis presentation accompanying consolidated financial statements prepared accordance generally accepted accounting principles united states america us gaap significant accounting policies followed company preparation accompanying consolidated financial statements summarized bbasis consolidation consolidated financial statements include financial statements company subsidiaries variable interest entities company primary beneficiary transactions balances among company subsidiaries vies eliminated upon consolidation group applied fin 46 consideration variable interest entities interpretation arb 51 fin 46 years presented fin 46 requires certain variable interest entities consolidated primary beneficiary entity equity investors entity characteristics controlling financial interest sufficient equity risk entity finance activities without additional subordinated financial support parties ccash cash equivalents company considers highly liquid instruments maturity three months less time issuance cash equivalents duse estimates preparation financial statements conformity us generally accepted accounting principles gaap requires management make estimates judgments assumptions affect amounts reported consolidated financial statements footnotes thereto actual results could differ estimates significant estimates inherent preparation consolidated financial statements include accounting asset impairments reserves established doubtful accounts equitybased compensation depreciation amortization business combinations income taxes litigation matters contingencies esignificant risks uncertainties companys management believes changes following areas could material adverse effect companys future financial position results operations cash flows companys limited operating history companys ability acquire new company profitable operations advances trends new technologies industry standards competition competitors regulatory prc related factors risks associated companys ability attract retain employees necessary support growth risks associated companys growth strategies fallowance doubtful accounts company establishes allowance doubtful accounts based managements assessment collectability trade receivable considerable amount judgment required assessing amount allowance company considers historical level credit losses applies percentages aged receivable categories company makes judgments creditworthiness customer based ongoing credit evaluations monitors current economic trends might impact level credit losses future financial condition customers deteriorate resulting inability make payments larger allowance may required based assessment reporting years provision made trade receivables extent considered doubtful bad debts written identified gproperty equipment software company fixed assets hdeferred revenue prepaid production costs deferred revenues expenses incurred december 31 2008 december 31 2009 ilicense fees upfront licensing fees paid licensors recognized intangible assets game software reached technological feasibility payments made technological feasibility established upon completion working model license fees amortized straightline basis license period company holds licenses jimpairment longlived assets intangible assets longlived assets intangible assets reviewed impairment whenever events changes circumstances indicate carrying amount asset may recoverable company assesses recoverability longlived assets intangible assets goodwill comparing carrying amount estimated future undiscounted cash flow associated related assets company recognizes impairment longlived assets intangible assets event net book value assets exceeds estimated future undiscounted cash flow attributed assets company uses estimates judgments impairment tests different estimates judgments utilized timing amount impairment charges could different company holds long lived assets intangible assets krevenue recognition online game services company earns revenue sales prepaid game cards prepaid online points online game products sold distributors turn ultimately sell end customers prepaid fees received distributors initially recognized advances customers prepaid fees recognized deferred revenue upon customers online registration activation cards online points players access games free charges may use game points ingame premium features distribution points end users typically made sales prepaid game cards prepaid online points fees prepaid game cards prepaid online points deferred received revenue recognized life premium features premium features consumed unused prepaid cards returned respective distributors upon disposal eworld china august 2008 details disposal set note 13 consolidated financial statements company longer online game revenue subsequent disposal media production consulting services company recognizes revenue accordance securities exchange commission staff accounting bulletin 104 sab 104 revenue recognition financial statements company accounts revenue principal using guidance eitf 9919 reporting revenue gross principal vs net agent revenue represents invoiced values service net business taxes media production revenue mainly derived consulting services media production american next top model china accordingly related revenue recognized four following criteria met pervasive evidence arrangement exists ii delivery service occurred iii price services fixed determinable iv collection resulting receivable reasonably assured krevenue recognition continued media production consulting services continued company longer media production revenue subsequent disposal mojo media limited subsidiary august 2008 details disposal set note 13 consolidated financial statements lsales marketing costs sales marketing costs consist primarily costs advertising promotional expenses payroll overhead expenses incurred companys sales marketing personnel advertising expenses amount 0 year ended december 31 2009 2008 226079 expensed incurred mleases leases substantially risks rewards ownership assets remain leasing company accounted operating leases company holds leases ntaxation company accounts income taxes provisions sfas 109 accounting income taxes sfas 109 income taxes accounted asset liability method deferred taxes determined based upon differences financial reporting tax bases assets liabilities currently enacted statutory tax rates years differences expected reverse effect deferred taxes change tax rates recognized income period change valuation allowance provided deferred tax assets extent likely deferred tax assets realized total income tax provision includes current tax expenses applicable tax regulations change balance deferred tax assets liabilities adopted fasb interpretation 48 accounting uncertainty income taxes interpretation fasb statement 109 fin 48 january 1 2007 fin 48 clarifies accounting uncertainty income taxes recognized companies financial statements accordance fasb statement 109 accounting income taxes result apply likelythannot recognition threshold tax uncertainties fin 48 allows recognition tax benefits greater fifty percent likelihood sustained upon examination taxing authorities result implementing fin 48 reviewed tax positions determined outstanding retroactive tax positions less 50 likelihood sustained upon examination taxing authorities therefore implementation standard material affect company file income tax returns united states however subsidiaries vies operate foreign jurisdictions classify taxrelated penalties net interest income tax expense december 31 2009 2008 income tax expense incurred obasic diluted net earnings loss per share company computes net income loss per share accordance sfas 128 earnings per share sfas 128 requires presentation basic diluted earnings per share eps face income statement basic eps computed dividing net income loss available common shareholders numerator weighted average number shares outstanding denominator period diluted eps gives effect dilutive potential common shares outstanding period using treasury stock method convertible preferred stock using ifconverted method computing diluted eps average stock price period used determining number shares assumed purchased exercise stock options warrants diluted eps excludes dilutive potential shares effect anti dilutive diluted loss per share equal basic loss per share company dilutive instruments december 31 2009 warrants convertible notes outstanding p foreign currency translation functional reporting currency company united states dollar us dollar monetary assets liabilities denominated currencies us dollar translated us dollar rates exchange ruling balance sheet date transactions currencies us dollar year converted us dollar applicable rates exchange prevailing first day month transactions occurred financial records companys prc subsidiary maintained local currency renminbi rmb functional currency assets liabilities translated exchange rates balance sheet date equity accounts translated historical exchange rates revenues expenses gains losses translated using average rate year translation adjustments reported cumulative translation adjustments shown separate component comprehensive income loss statement stockholders equity qcomprehensive income company utilizes sfas 130 reporting comprehensive income statement establishes standards reporting display comprehensive loss components financial statements december 31 2009 2008 companys item represents comprehensive income foreign currency translation adjustments rfair value financial instruments carrying value companys financial instruments including cash equivalents trade bills receivables amount due fromto related parties trade payables approximate fair values due immediate shortterm maturity instruments managements opinion company exposed significant interest price credit risks arising financial instruments group hedging transactions reporting periods functional currency subsidiaries operating mainland china rmb exchange difference translation us dollar reporting purpose taken comprehensive income sbusiness combination company accounts business combinations using purchase method accounting accordance sfas 141 method requires acquisition cost allocated assets including separate identifiable intangible assets liabilities company acquired based estimated fair values company makes estimates judgments determining fair value acquired assets liabilities based independent appraisal reports well experience similar assets liabilities similar industries different judgment assumptions used amounts assigned individual acquired assets liabilities could materially affected tconcentration credit risk financial instruments potentially expose company significant concentrations credit risk consist principally cash equivalents company places cash equivalents financial institutions highcredit ratings quality substantially 65 revenue came one customer 2008 company revenue 2009 urecent accounting pronouncements june 2009 fasb issued sfas 167 amendments fasb interpretation 46r sfas 167 amendments include 1 elimination exemption qualifying special purpose entities 2 new approach determining consolidate variableinterest entity 3 changes necessary reassess consolidate variableinterest entity sfas 167 effective first annual reporting period beginning november 15 2009 interim periods within first annual reporting period company adopt sfas 167 fiscal 2010 company expect adoption sfas 167 material impact financial statements june 2009 fasb issued sfas 166 accounting transfers financial assets amendment sfas 140 sfas 166 sfas 166 eliminates concept qualifying specialpurpose entity changes requirements derecognizing financial assets requires additional disclosures order enhance information reported users financial statements providing greater transparency transfers financial assets including securitization transactions entitys continuing involvement exposure risks related transferred financial assets sfas 166 effective fiscal years beginning november 15 2009 company adopt sfas 166 fiscal 2010 company expect adoption sfas 166 material impact financial statements june 2009 fasb issued sfas 165 subsequent events sfas 165 sfas 165 establishes general standards accounting disclosure events occur balance sheet date financial statements issued available issued sfas 165 applies interim financial statements annual financial statements sfas 165 effective interim annual financial periods ending september 15 2009 sfas 165 material impact financial statements june 2008 fasb issued fasb staff position eitf 0361 determining whether instruments granted sharebased payment transactions participating securities fsp eitf 0361 fsp eitf 0361 addresses whether instruments granted sharebased payment transactions participating securities prior vesting therefore need included computation earnings per share twoclass method described fasb statement financial accounting standards 128 earnings per share fsp eitf 0361 effective financial statements issued fiscal years beginning december 15 2008 earlier adoption prohibited company believe fsp eitf 0361 would material effect consolidated financial position urecent accounting pronouncements continued may 2008 fasb issued sfas 162 hierarchy generally accepted accounting principles sfas 162 identifies within accounting literature established fasb sources hierarchy accounting principles used preparation financial statements nongovernmental entities presented conformity gaap sfas 162 effective 60 days following securities exchange commissions approval public company accounting oversight board amendments au section 411 meaning present fairly conformity generally accepted accounting principles may 2008 financial accounting standards board fasb issued sfas 163 accounting financial guarantee insurance contractsand interpretation fasb statement 60 sfas 163 clarifies statement 60 applies financial guarantee insurance contracts including recognition measurement premium revenue claims liabilities statement also requires expanded disclosures financial guarantee insurance contracts sfas 163 effective fiscal years beginning december 15 2008 interim periods within years sfas 163 effect companys financial position statements operations cash flows time march 2008 fasb issued sfas 161 disclosures derivative instruments hedging activities amendment fasb statement no133 new standard requires enhanced disclosures help investors better understand effect entitys derivative instruments related hedging activities financial position financial performance cash flows statement 161 effective financial statements issued fiscal years interim periods beginning november 15 2008 early application encouraged believe implementation sfas 161 material impact results operations financial condition note 3 going concern accompanying consolidated financial statements prepared assuming continue going concern company became dormant revenue disposal eworld china mojo media group 2008 ability continue going concern dependent upon acquiring new company profitable operations also adopted additional measures improve group immediate liquidity sustain group going concern disclosed note 16 consolidated financial statements 30 march 2009 company issued allotted 25000000 newly authorized issued shares blue atelier inc us250000 blue atelier inc also provided us250000 non interest bearing loan company prior closing purchase agreement meeting cost fee required maintain full reporting status group daily operating costs company completed forty one reverse split september 2009 entered series agreements various holders convertible notes convert 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock following blue atelier acquired 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement also intend use borrowings security sales mitigate affects cash position however assurance given debt equity financing required available consolidated financial statements include adjustments relating recoverability classification recorded assets classification liabilities might necessary unable continue existence note 4 license fees company holds licenses incurred license fees note 5 property equipment company property equipment december 31 2008 december 31 2009 depreciation expense year ended december 31 2009 2008 nil 53820 respectively fixed assets either sold written eworld china mojo group disposed august 2008 detail disposal described note 13 consolidated financial statements note 6 impairment longlived assets intangible assets company writtenoff balance unamortized license fees online game battlezone terminated game gaming provider sidus july 2008 held intangible assets december 31 2009 unamortized gaming development cost also writtenoff impaired subsequent termination online game sidus total amount impairment year ended december 31 2008 1120505 note 7 accounts payable accrued liabilities december 31 2009 december 31 2008 accounts payable 2255 professional fees payable 97905 136734 accrued interests 276556 accrued expenses 1500 119495 415545 note 8 shortterm borrowings march 2009 company entered stock purchase agreement blue atelier inc blue atelier acquire 25000000 newly authorized issued common stock eworld interactive inc ewrl executes forty one reverse split presently issued outstanding ewrl common stock exchange 250000 blue atelier provided company noninterest bearing loan 250000 costs fees required maintain full reporting status ewrl quotation common stock otcbb advances made loan go towards cost newly issued stock following blue atelier acquired 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement september 26 2006 eworld china entered agreement mr laurence lee shareholder eworld china borrow total amount 220000 borrowed amount unsecured noninterest bearing repayable demand borrowed amount fact provided crown ocean international ltd crown ocean mr laurence lee separate agreement terms agreement allows mr laurence lee lend borrowed amount eworld china noninterest bearing repayable within 15 working days payments received eworld china addition mr laurence lee pledged equity interest eworld china security liability crown ocean shall exceed net value equity interest eworld china december 31 2007 mr laurence lee holds 80 equity interest eworld china related shortterm borrowings repaid 2008 borrowings noted note 9 income tax united states file consolidated tax return united states income would subject tax cayman islands british virgin islands current tax laws cayman islands british virgin islands company subsidiaries subject tax income capital gains hong kong companys subsidiary operations subject taxation hong kong prc income tax companys subsidiaries vie subsidiaries prc subject enterprise income tax eit taxable income reported respective statutory financial statements adjusted accordance income tax law peoples republic china concerning foreign investment enterprise foreign enterprises enterprise income tax law collectively prc income tax laws respectively pursuant prc income tax laws groups subsidiaries vie subsidiaries prc generally subject eit statutory rate 25 prc income tax provided companys subsidiary prc recorded cumulative net operating profits year ended december 31 2009 2008 108913 company disposed eworld china mojo media group august 2008 related accumulated losses disposed companies longer allow utilize offsetting future taxable income tax loss carry forward united states tax purposes approximately 2008 4164357 loss carryforwards expire years 20212022 significant booktax return differences reporting items years ended december 31 2008 2009 state income taxes years ended december 31 2008 2009 prc income tax continued components net deferred tax asset december 31 2009 2008 effective tax rate estimated amount valuation allowance scheduled excluding accumulative losses eworld china mojo media group longer able utilized offsetting future taxable income disposal december 31 2009 december 31 2008 4596791 cumulative combined net operating losses effective tax rate 2800 deferred tax asset 1287101 valuation allowance 1287101 net deferred tax asset note 10 convertible notes sold 1000000 convertible notes detachable warrant quarter ending march 31 2007 net proceeds 915000 loan fees 85000 terms notes provide 6 interest accruing beginning 90 days effective date payable thereafter oneyear maturity notes convertible 060 per share include warrant purchase additional share 080 period ending 2 years notes issued obligation register underlying equity penalty declared effective register shares accordance agreements recorded loan fee equal penalty required agreements loan fee 382500 calculated based stocks trading price less estimate discount thinly traded market compared quantity shares issued penalty shares issued december 31 2008 sold convertible notes determined fair market value warrants convertible notes allocated proceeds based percentage fair value warrants convertible notes amount allocated warrants 194527 notes 805473 warrants fair value determined blackscholes pricing model following assumptions stock price grant date 065 strike price 080 term 2 years volatility 75 dividend yield 0 interest yield 494 convertible notes market value determined based maturity conversion feature interest rate beneficial conversion relating convertible notes based value stock notes issued beneficial conversion 277860 beneficial conversion expensed additional interest year ending december 31 2007 difference issue price notes maturity value notes accreted additional interest expense term notes june 11 2007 notes converted 1666667 shares common stock accordingly accretion additional interest 194527 recognized year ended december 31 2007 july 2007 sold 500000 convertible notes interest rate 12 per annum maturity period 25 january 2008 later extended july 25 2009 notes convertible 20 discount ten day average trading price time request conversion convertible notes beneficial conversion 145800 accreted additional interest year ended december 31 2007 november 2007 sold 450000 convertible notes interest rate 12 per annum maturity period 25 january 2008 later extended july 25 2009 notes convertible 20 discount ten day average trading price time request conversion also convertible notes beneficial conversion 199043 accreted additional interest loans extended convertible notes originally due january 25 2008 july 25 2008 subsequently july 25 2009 terms conditions laid original agreement march 18 2008 authorized 1985874 shares issued convertible note holders 440000 shares issued short term note lender compensation maturity date extensions march 3 2008 sold 50000 convertible note interest rate 12 per annum matures march 3 2009 note convertible 20 discount tenday average trading price stock time request conversion received convertible note beneficial conversion 4348 accreted additional interest expense second quarter 2008 sold 372254 convertible notes aggregate interest rate 12 per annum maturity dates april 5 july 15 2009 notes convertible 20 discount tenday average trading price stock time request conversion received convertible notes beneficial conversion 101509 accreted additional interest expense july 15 2008 sold 100000 convertible note interest rate 12 per annum matures july 15 2009 note convertible 20 discount tenday average trading price stock time request conversion received convertible note beneficial conversion 68269 accreted additional interest expense convertible notes converted would need change authorized amount shares conversion would exceed 150000000 shares based closing price stock december 31 2008 171531750 shares would issued convertible notes company entered series agreements various holders convertible notes convert 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock note 11 related party transactions company records transactions commercial substance related parties fair value determined management following list related party transactions balances december 31 2009 2008 2009 2008 closing balances december 31 prepaid assets related parties due shareholders 15000 short term borrowings transaction year consulting fees 60100 rental expenses occupancy management 16941 note 12 acquisition disposal subsidiaries mojo group may 11 2007 acquired mojo company engaged production distribution television programs peoples republic china prc addition mojo created branded media distribution sales traditional broadcast platforms well internet mobile iptv sms mojo intends develop media web portal active game media draws intends develop advertising sales portal site product portfolio includes broad spectrum tv production online gaming virtual community wireless advertising allows us offer comprehensive better integrated set interactive entertainment content users acquired outstanding shares mojo issuing 7 million shares stock conjunction transaction mr peckham returned 7 million shares stock company used acquisition net result acquisition number outstanding shares transaction believe people infrastructure acquired benefit company recorded intangible asset transaction 490551 related value existing license acquired open tv acquisition accounted purchase accounting method consolidated financial statements year ended december 31 2007 include financial results mojo subsequent acquisition date may 11 2007 aggregate mojo purchase price allocated assets acquired liabilities assumed based estimated fair values date acquisition july 31 2008 entered term sheet agreement blue atelier inc nevada company purchase assets liabilities equity interest subsidiary group mojo media works limited subsidiariesvariable interest entity together referred mojo group total consideration 411967 4030000 common shares ewrl currently held mojo management cash consideration 411967 shall paid blue atelier inc earn basis means payment paid profits generated mojo group future pay shareholder dividends management bonuses 4030000 common shares ewrl directly indirectly held mojo management surrendered us assessed receivable 411967 december 2008 considered uncollectible fully writtenoff bad debts resulting gain relation sale mojo group 879954 eworld china may 1 2007 eworld china became variable interest entity combined operations entity operations date august 11 2008 entered letter intent loi big leap international limited big leap subsidiary cy foundation group limited listed hong kong stock exchange enter arrangement contract service laurence li selected number team members ew shanghai acquire operating platform 4 servers list assets eworld china total consideration 400000 resulting gain relation sale eworld china 300912 note 13 common stock warrants march 18 2008 extended convertible notes originally due january 25 2008 july 25 2008 subsequently july 25 2009 terms conditions laid original agreement authorized 1985874 shares issued convertible note holders 440000 shares issued shortterm note lender compensation maturity date extensions recorded 315364 loan fee extension fee determined based market value stock date extension march 18 2008 board directors approved adoption stock option plan allowing direct award stock granting stock options directors officers employees consultants acquire total 6000000 shares common stock exercise price option shall less 100 percent fair market value share date grant shall determined board directors company sole discretion march 18 2008 authorized issuance 4090000 shares issued officers third party consultants payment liabilities services provided recorded 531700 compensation professional fee expense used market value stock date shares authorized determine amount shares issued charges shares later issued june 2008 2009 company entered series agreements various holders convertible notes convert 2226185 notes payable plus accumulated interest 501283 e world common stock aggregate 6872830 shares common stock october 2009 company issued 25000000 newly authorized issued common stock 250000 accordance stock purchase agreement blue atelier inc december 31 2009 warrants outstanding grant date number warrants exercise price expiry date february 2 2007 970000 08 december 31 2008 february 14 2007 1000000 08 february 14 2008 april 30 2007 866670 08 december 31 2008 2836670 less expired warrants 2836670 note 14 operating lease commitments company operating lease agreements december 31 2009 note 15 capital commitments company capital commitments december 31 2009 note 16 subsequent events 1 blue atelier acquired 25000000 newly authorized issued common stock eworld interactive inc ewrl executed forty one reverse split presently issued outstanding ewrl common stock exchange 250000 2 company shell company functional operations company seeking acquire new operating entity different business scope acquisition business venture involving reorganization issuance companys restricted securities currently contracts agreements companies searching shell companies merge although number opportunities considered item 9 item 15principal accountant fees services 1 audit fees aggregate fees billed last two fiscal years professional services rendered principal accountant audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal years ending december 31 2011 2012 18100 21137 respectively 2 auditrelated fees aggregate fees billed last two fiscal years assurance related services principal accountant reasonably related performance audit review registrants financial statements reported item 1 fiscal years ending december 31 2011 2012 0 respectively 3 tax fees aggregate fees billed professional services rendered principal accountant tax compliance tax advice tax planning fiscal years ending december 31 2011 2012 4 fees aggregate fees billed professional services provided principal accountant services reported items 1 3 fiscal years ending december 31 2011 2012 5 audit committee registrants audit committee officers performing functions audit committee approved principal accountants performance services audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal year ending december 31 2012 auditrelated fees tax fees approved audit committee officers performing functions audit committee 6 work performance others percentage hours expended principal accountants engagement audit registrants financial statements recent fiscal year attributed work performed persons principal accountants fulltime permanent employees less 0 percent signatures pursuant requirements securities exchange act 1934 registrant duly caused report signed behalf undersigned hereunto duly authorized pursuant requirements securities exchange act 1934 registrant duly caused report signed behalf undersigned hereunto duly authorized pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated signature titles date roger silverthorn secretary director april 16 2013 roger silverthorn secretary roger silverthorn principal financial accounting officer april 16 2013 roger silverthorn principal financial accounting officer item 15 exhibits financial statement schedules green energy renewable solutions inc includes reference following exhibits 21 plan reorganization salty’s warehouse shall acquired nucotec inc 1 22 definitive stock purchase agreement dated may 21 2007 mojo media works registrant 5 23 definitive stock purchase agreement dated august 1 2008 blue atelier inc registrant 6 24 stock purchase agreement dated march 30 2009 blue atelier inc registrant 7 25 contribution agreement dated may 16 2013 cirque energy ii llc registrant 16 26 order authorizing approving sale assets free clear liens liabilities rights interests encumbrances richfield equities llc 16 31 articles incorporation 1 32 amendment articles incorporation 1 33 amendment articles incorporation 1 34 bylaws 1 35 amendment articles incorporation 4 36 amendment articles incorporation 10 37 amendment articles incorporation 14 38 amendment articles incorporation 15 39 amendment articles incorporation 17 310 certificate designation class convertible preferred shares 19 311 certificate designation class convertible preferred shares 19 41 convertible debentures dated february 12 2007 3 42 form warrant dated february 12 2007 3 43 form convertible note payable 8 44 secured convertible note 20 45 form buyer note 20 46 form warrant 20 101 form legacy yahoo store management service agreement 1 102 form stock purchase agreement salty’s warehouse purchaser named therein 1 103 form 2004 incentive nonstatutory stock option plan 1 104 form stock purchase agreement salty’s warehouse earl shannon steven hudson scott w bodenweber 2 105 game license agreement dated january 19 2007 3 106 agreement purchase sale 100 stock media technology solutions inc dated may 26 2010 9 107 2011 consultant stock plan 11 108 distribution agreement dated june 13 2011 felix power machinery co ltd registrant 12 109 revised letter intent dated july 27 2011 green renewable energy solutions inc registrant 13 1010 joint development agreement dated november 19 2013 northrop grumman corporation registrant 18 1011 securities purchase agreement dated february 13 2014 typenex coinvestment llc registrant 2 311 certification principal executive officer pursuant section 302 sarbanesoxley act 312 certification principal financial officer pursuant section 302 sarbanesoxley act 321 certification pursuant 18 usc section 1350 adopted pursuant section 906 sarbanesoxley act 2002 101ins xbrl instance document 101sch xbrl taxonomy extension schema document 101cal xbrl taxonomy calculation linkbase document 101def xbrl taxonomy extension definition linkbase document 101lab xbrl taxonomy label linkbase document 101pre xbrl taxonomy presentation linkbase document 1 filed exhibit registration statement form sb2 filed sec december 27 2005 2 filed exhibit registration statement form sb2a filed sec june 19 2006 3 filed exhibit annual report form 10ksb fiscal year ended december 31 2006 filed sec april 2 2007 4 filed exhibit registration statement form 8a filed sec december 14 2006 5 filed exhibit current report form 8k filed sec may 25 2007 6 filed exhibit current report form 8k filed sec august 26 2008 7 filed exhibit current report form 8k filed sec april 3 2009 8 filed exhibit annual report form 10ksb fiscal year ended december 31 2008 filed sec april 14 2009 9 filed exhibit current report form 8k filed sec june 8 2010 10 filed exhibit current report form 8k filed sec april 5 2011 11 filed exhibit registration statement form s82 filed sec may 26 2011 12 filed exhibit current report form 8k filed sec june 20 2011 13 filed exhibit current report form 8k filed sec september 22 2011 14 filed exhibit current report form 8k filed sec february 28 2012 15 filed exhibit current report form 8k filed sec august 2 2012 16 filed exhibit current report form 8k filed sec june 18 2013 17 filed exhibit current report form 8k filed sec august 26 2013 18 filed exhibit current report form 8k filed sec november 20 2013 19 filed exhibit current report form 8k filed sec february 3 2014 19 filed exhibit current report form 8k filed sec february 3 2014 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized cirque energy inc january 12 2015 joseph durant joseph durant chief executive officer principal executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated january 12 2015 joseph durant joseph durant chief executive officer president director principal executive officer january 12 2015 david morgan david morgan chief financial officer principal financial officer january 12 2015 roger silverthorn roger silverthorn executive vice president business development secretary director january 12 2015 richard fosgitt richard fosgitt executive vice president engineering technology director january 12 2015 thomas coté thomas coté director item 15exhibits financial statement schedules cirque includes reference following exhibits 21 plan reorganization salty’s warehouse shall acquired nucotec inc 1 22 definitive stock purchase agreement dated may 21 2007 mojo media works registrant 5 23 definitive stock purchase agreement dated august 1 2008 blue atelier inc registrant 6 24 stock purchase agreement dated march 30 2009 blue atelier inc registrant 7 25 contribution agreement dated may 16 2013 cirque energy ii llc registrant 16 26 order authorizing approving sale assets free clear liens liabilities rights interests encumbrances richfield equities llc 16 31 articles incorporation 1 32 amendment articles incorporation 1 33 amendment articles incorporation 1 34 bylaws 1 35 amendment articles incorporation 4 36 amendment articles incorporation 10 37 amendment articles incorporation 14 38 amendment articles incorporation 15 39 amendment articles incorporation 17 310 certificate designation class convertible preferred shares 19 311 certificate designation class b convertible preferred shares 19 312 certificate designation class c convertible preferred shares 20 313 certificate designation class convertible preferred shares 24 41 convertible debentures dated february 12 2007 3 42 form warrant dated february 12 2007 3 43 form convertible note payable 8 44 secured convertible note 21 45 form buyer note 21 46 form warrant 21 47 form registration rights agreement dated october 20 2014 cirque energy inc kodiak capital group llc 22 48 april convertible note 23 49 june convertible note 23 101 form legacy yahoo store management service agreement 1 102 form stock purchase agreement salty’s warehouse purchaser named therein 1 103 form 2004 incentive nonstatutory stock option plan 1 104 form stock purchase agreement salty’s warehouse earl shannon steven hudson scott w bodenweber 2 105 game license agreement dated january 19 2007 3 106 agreement purchase sale 100 stock media technology solutions inc dated may 26 2010 9 107 2011 consultant stock plan 11 108 distribution agreement dated june 13 2011 felix power machinery co ltd registrant 12 109 revised letter intent dated july 27 2011 green renewable energy solutions inc registrant 13 1010 joint development agreement dated november 14 2013 northrop grumman corporation registrant 18 1011 securities purchase agreement dated february 13 2014 typenex coinvestment llc registrant 21 1012 securities purchase agreement dated february 17 2015 among registrant purchasers listed exhibit thereto 24 1013 form equity purchase agreement dated october 20 2014 cirque energy inc kodiak capital group llc 22 1014 april securities purchase agreement 23 1015 june securities purchase agreement 23 1016 return treasury agreement joseph durant 20 1017 return treasury agreement green renewable energy solutions inc 20 311 certification principal executive officer pursuant section 302 sarbanesoxley act 312 certification principal financial officer pursuant section 302 sarbanesoxley act 321 certification pursuant 18 usc section 1350 adopted pursuant section 906 sarbanesoxley act 2002 101ins xbrl instance document 101sch xbrl taxonomy extension schema document 101cal xbrl taxonomy calculation linkbase document 101def xbrl taxonomy extension definition linkbase document 101lab xbrl taxonomy label linkbase document 101pre xbrl taxonomy presentation linkbase document filed herewith furnished herewith 1 filed exhibit registration statement form sb2 filed sec december 27 2005 2 filed exhibit registration statement form sb2a filed sec june 19 2006 3 filed exhibit annual report form 10ksb fiscal year ended december 31 2006 filed sec april 2 2007 4 filed exhibit registration statement form 8a filed sec december 14 2006 5 filed exhibit current report form 8k filed sec may 25 2007 6 filed exhibit current report form 8k filed sec august 26 2008 7 filed exhibit current report form 8k filed sec april 3 2009 8 filed exhibit annual report form 10ksb fiscal year ended december 31 2008 filed sec april 14 2009 9 filed exhibit current report form 8k filed sec june 8 2010 10 filed exhibit current report form 8k filed sec april 5 2011 11 filed exhibit registration statement form sb2 filed sec may 26 2011 12 filed exhibit current report form 8k filed sec june 20 2011 13 filed exhibit current report form 8k filed sec september 22 2011 14 filed exhibit current report form 8k filed sec february 28 2012 15 filed exhibit current report form 8k filed sec august 2 2012 16 filed exhibit current report form 8k filed sec june 18 2013 17 filed exhibit current report form 8k filed sec august 26 2013 18 filed exhibit current report form 8k filed sec november 20 2013 19 filed exhibit current report form 8k filed sec february 3 2014 20 filed exhibit current report form 8k filed sec april 16 2014 21 filed exhibit current report form 8k filed sec february 20 2014 22 filed exhibit current report form 8k filed sec october 24 2014 23 filed exhibit current report form 8k filed sec july 11 2014 24 filed exhibit current report form 8k filed sec february 25 2015 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized cirque energy inc april 15 2015 joseph l durant joseph l durant chief executive officer principal executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated april 15 2015 joseph l durant joseph l durant chief executive officer president director principal executive officer april 15 2015 david w morgan david w morgan chief financial officer principal financial officer april 15 2015 roger w silverthorn roger w silverthorn executive vice president business development secretary director april 15 2015 richard l fosgitt ii richard l fosgitt ii executive vice president engineering technology director april 15 2015 thomas g coté thomas g coté director item 15 principal accountant fees services 1 audit fees aggregate fees billed last two fiscal years professional services rendered principal accountant audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal years ending december 31 2009 2010 11850 9000 respectively 2 auditrelated fees aggregate fees billed last two fiscal years assurance related services principal accountant reasonably related performance audit review registrants financial statements reported item 1 fiscal years ending december 31 2009 2010 0 respectively 3 tax fees aggregate fees billed professional services rendered principal accountant tax compliance tax advice tax planning fiscal years ending december 31 2009 2010 4 fees aggregate fees billed professional services provided principal accountant services reported items 1 3 fiscal years ending december 31 2009 2010 5 audit committee registrants audit committee officers performing functions audit committee approved principal accountants performance services audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal year ending december 31 2010 auditrelated fees tax fees approved audit committee officers performing functions audit committee 6 work performance others percentage hours expended principal accountants engagement audit registrants financial statements recent fiscal year attributed work performed persons principal accountants fulltime permanent employees less 0 percent signatures pursuant requirements securities exchange act 1934 registrant duly caused report signed behalf undersigned hereunto duly authorized pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated signature titles date gerry shirren secretary director april 20 2011 gerry shirren secretary gerry shirren principal financial accounting officer april 20 2011 gerry shirren principal financial accounting officer item 15 principal accountant fees services 1 audit fees aggregate fees billed last two fiscal years professional services rendered principal accountant audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal years ending december 31 2010 2011 24097 11850 respectively 2 auditrelated fees aggregate fees billed last two fiscal years assurance related services principal accountant reasonably related performance audit review registrants financial statements reported item 1 fiscal years ending december 31 2010 2011 0 respectively 3 tax fees aggregate fees billed professional services rendered principal accountant tax compliance tax advice tax planning fiscal years ending december 31 2010 2011 4 fees aggregate fees billed professional services provided principal accountant services reported items 1 3 fiscal years ending december 31 2010 2011 5 audit committee registrants audit committee officers performing functions audit committee approved principal accountants performance services audit registrants annual financial statements review financial statements included registrants form 10k services normally provided accountant connection statutory regulatory filings engagements fiscal year ending december 31 2011 auditrelated fees tax fees approved audit committee officers performing functions audit committee 6 work performance others percentage hours expended principal accountants engagement audit registrants financial statements recent fiscal year attributed work performed persons principal accountants fulltime permanent employees less 0 percent signatures pursuant requirements securities exchange act 1934 registrant duly caused report signed behalf undersigned hereunto duly authorized pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities dates indicated signature titles date gerry shirren secretary director april 13 2012 gerry shirren secretary gerry shirren principal financial accounting officer april 13 2012 gerry shirren principal financial accounting officer