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EX-31.1 - 302 CERTIFICATION OF CERTIFYING OFFICER - CIRQUE ENERGY, INC.exhibit3114272011.htm
EX-32.1 - 906 CERTIFICATION OF CERTIFYING OFFICER - CIRQUE ENERGY, INC.exhibit3214272011.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A
(Mark One)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.

Commission file number: 000-52438

EWORLD INTERACTIVE, INC.
(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)
65-0855736
(I.R.S. Employer
Identification No.)
   
 
2580 Anthem Village Drive
Henderson, Nevada
(Address of principal executive offices)
89052
(Zip Code)

Registrant’s telephone number, including area code 702 588 5971

1147 Kang Ding Road, Room 208, Block D, Shanghai, China
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x       No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X   No  o
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o
 
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 10, 2010, there were 33,252,480 shares of common stock, no par value, issued and outstanding.
 

 

 

 
 
 

 

 

 
 
EWORLD INTERACTIVE, INC.
 
 

 
 
TABLE OF CONTENTS
 
 

 
PART I – FINANCIAL INFORMATION
   
           
ITEM 1
Financial Statements
       
           
ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
       
           
ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
       
           
ITEM 4
Controls and Procedures
       
           
PART II – OTHER INFORMATION
 
           
ITEM 1
Legal Proceedings
       
           
ITEM 1A
Risk Factors
       
           
ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
       
           
ITEM 3
Defaults Upon Senior Securities
       
           
ITEM 4
Submission of Matters to a Vote of Security Holders
       
           
ITEM 5
Other Information
       
           
ITEM 6
Exhibits
       
 

 
 

 

 
 

 

 
Eworld Interactive, Inc. and Subsidiaries
 


 

 
 

 
 
PART I – FINANCIAL INFORMATION
 
 

 
 
This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.
 
 

 
 
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
 
 

 
 

 

 
1

 

 
Eworld Interactive, Inc. and Subsidiaries
 



 






Eworld Interactive, Inc. and Subsidiaries
 

 
 
Condensed Interim Consolidated Financial Statements
 
For the period ended March 31, 2010
(Restated)
(Unaudited)
(Stated in USD)

 
2

 

 
Eworld Interactive, Inc. and Subsidiaries
 



 
Eworld Interactive, Inc. and Subsidiaries
 
 
Restated Condensed Consolidated Balance Sheet
 
               
     
31-Mar
   
31-Dec
 
     
2010
   
2009
 
     
(Unaudited)
   
(Audited)
 
Assets:
             
Current assets:
           
 
Cash
  $ 77     $ 77  
 
Total current assets
    77       77  
                   
      $ 77     $ 77  
                   
Liabilities and Stockholders' Equity:
               
Current liabilities:
               
 
Accounts and other payables
  $ 138,905     $ 117,905  
 
Due to shareholders/related parties
    12,490       21,590  
 
Total current liabilities
  $ 151,395     $ 139,495  
                   
Stockholders' Equity
               
 
Preferred stock, Par Value $0.001, 5,000,000 shares
         
 
authorized and no shares outstanding
    -       -  
 
Common stock, Par Value $0.001, 150,000,000 shares
         
 
authorized and 33,252,480 and 33,252,480
               
 
shares outstanding at March 31, 2010
               
 
and December 31, 2009
    33,253       33,253  
 
Aditional Paid In Capital
    4,180,878       4,180,878  
 
Comprehensive income
    (1,113 )     (1,113 )
 
Accumulated deficit
    (4,364,336 )     (4,352,436 )
 
Total Shareholders Equity
    (151,318 )     (139,419 )
 
Total Liabilities and Shareholders Equity
  $ 77     $ 77  
                   
                   
 
The accompanying notes are an integral part of these consolidated financial statements
 

 
3

 

 
Eworld Interactive, Inc. and Subsidiaries
 

 
Eworld Interactive, Inc. and Subsidiaries
 
Restated Condensed Consolidated Statement of Operations
 
     
Three Month Period Ended
 
               
     
31-Mar-10
   
31-Mar-09
 
     
(Unaudited)
   
(Unaudited)
 
Expenses
             
Professional fees
    $ 11,900     $ 17,000  
Loan fees
    $ -     $ 92,253  
Office and miscellaneous expense
  $ -     $ -75,334  
 
Total operating expense
  $ 11,900     $ 33,919  
Operating loss
    $ -11,900     $ -33,919  
Interest expense
    $ -     $ -444  
 
Net Profit/(Loss)
  $ -11,900     $ -34,363  
                   
Net Profit/(Loss) Per Share
  $ (0.00 )   $ (0.02 )
                   
Weighted Average Shares Outstanding
    33,252,480       1,457,636  
                   
Fully Diluted Earnings Per Share
  $ (0.00 )   $ (0.02 )
                   
     
The accompanying notes are an integral part of these consolidated financial statements
 
 
 
 
4

 



 
Eworld Interactive, Inc. and Subsidiaries
 




Eworld Interactive, Inc. and Subsidiaries
 
Restated Consolidated Statements of Cash Flows
 
Quarter Ended March 31, 2010 and 2009
 
   
Three Month Period Ended
 
             
   
31-Mar-10
   
31-Mar-09
 
   
(Unaudited)
   
(Unaudited)
 
Cash flows from operating activities :  
           
    Net Profit/(Loss) 
  $ -11,900     $ -34,363  
Adjustments to reconcile net loss to net cash used in operating activities:
         
    Depreciation and amortization  
    0          
Changes in operating assets and liabilities:  
               
    Accounts and other payables  
    21,000       87,498  
    Due to shareholders  
    (9,100 )     15,000  
                 
Cash Used in Operating Activities
    0       68,135  
                 
Cash flows from investing activities:
               
    Purchase of fixed assets  
    0          
Cash Used in Investing Activities
    0          
 
               
Cash flows from financings activities:
               
    Short-term borrowings  
    0       40,000  
    Convertible notes issued  
               
Cash Provided by Financing Activities
    0       40,000  
                 
Effects of exchange rate changes  
            (75,334 )
                 
Increase(Decrease) in Cash
    0       32,801  
Cash, Beginning of Period
    77       3,798  
Cash, end of period  
  $ 77     $ 36,599  
                 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
         
Conversion of Convertible Notes
    0       0  
Liabilities settled with Stock
    0       0  
Cash paid for
               
Interest
    0       0  
Taxes
    0       0  
                 
The accompanying notes are an integral part of these consolidated financial statements
 
 

 
 

 
 

 
Eworld Interactive, Inc. and Subsidiaries
 




Eworld Interactive, Inc. and Subsidiaries
Restated Consolidated Statement of Stockholders’ Equity
(Unaudited)
                                                 
   
Common
   
Common
   
Additional
   
Unissued
                         
   
Stock
   
Stock
   
Paid In
   
Stock
         
Comprehensive
   
Accumulated
   
Total
 
   
Shares
   
At Par
   
Capital
   
Shares
   
Amount
   
Income
   
Deficit
       
Balance at January 1, 2009
    59,214,516     $ 59,215     $ 3,836,187       1,000,000     $ 382,500     $ 74,220     $ -6,985,054     $ -2,632,932  
Stock Cancelled
    - 4,030,000     $ -4,030     $ 4,030                                          
40/1 Reverse Share Split
    - 53,804,866     $ -53,805     $ 53,805                                          
Cancellation of Un-Issued Stock
                            - 1,000,000     $ -382,500                     $ -382,500  
Common stocks issued for cash  
    25,000,000     $ 25,000     $ 225,000                                     $ 250,000  
Conversion of convertible note  
    6,872,830     $ 6,873     $ 61,855                                     $ 68,728  
Comprehensive Income & Exchange difference
                                  $ -75,333             $ -75,333  
Net Loss for the Year Ended Dec 31, 2009
                                                  $ 2,632,618     $ 2,632,618  
Balance at Dec 31, 2009
    33,252,480     $ 33,252     $ 4,180,878       -     $ -     $ -1,113     $ -4,352,436     $ -139,419  
                                                                 
Balance at Dec 31, 2009
    33,252,480     $ 33,252     $ 4,180,878       -     $ -     $ -1,113     $ -4,352,436     $ -139,419  
Net Loss for the Period Ended March 31, 2010
                                                  $ -11,900     $ -11,900  
Balance at March 31, 2010
    33,252,480     $ 33,252     $ 4,180,878       -     $ -     $ -1,113     $ -4,364,336     $ -151,319  
                                                                 
                                                                 
The accompanying notes are an integral part of these consolidated financial statements

 
 

 

 

 
Eworld Interactive, Inc.

E World Interactive, Inc.
Notes to the Financial Statements
Note 1 - Basis of Presentation
 
The unaudited condensed interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q SB and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the financial statements and footnotes thereto included in our Form 10-K/A  for the year ended December 31, 2009.
 
 
The condensed interim consolidated financial statements include our wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated.
 
 
Note 2 – Going Concern
 
 
The accompanying condensed interim consolidated financial statements have been prepared assuming that we will continue as a going concern. As the Company has now become a shell company with no operating revenue, our ability to continue as a going concern is dependent upon acquiring new company with profitable operations. Any acquisition of a business venture may involve reorganization and issuance of the Company’s restricted securities. There are currently no contracts or agreements between any companies that are searching for shell companies with which to merge.
 
 
We also intend to use other borrowings and security sales to mitigate the affects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available.
 
 
The condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence.
 
 
However, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
 
 
Note 3 – Related Party Transactions
 
 
The Company records transactions of commercial substance with related parties at fair value as determined with management. The following is a list of related party transactions and balances as at March 31, 2010 and 2009:
 
       
2010
     
2009
Closing balances as at March 31,
               
  Amounts Due to shareholders
     
12,490
     
       15,000       
                 
               
 
 
 
The related party payables are non-interest bearing, unsecured, and due upon demand.
 
 
Note 4 – Restatement
 
 
Upon completion of the Company’s financial statements as of December 31, 2010, an restatement of the financial statements was found to be required following a change in professional fees and accounts payable as the Company was made aware of additional professional fees of $20,000.00 incurred relating to 2009 but the invoices for these costs were only provided to the Company in March 2011.
 
 
The following is a summary of the impact of this restatement on the Company’s Consolidated Balance Sheet at March 31, 2010.
 
 
 Extract from the Consolidated Balance Sheet   March 31, 2010  
    As Previously Reported     Restated  
             
Current Liabilities            
             
 Accounts and Other Payables      $ 118, 905     $ 138,905  
                 
 Accumulated Deficit   $ (4,344,336 )      $ (4,364,336 )
 
 
 


 
Eworld Interactive, Inc.

Note 5 - Amendment to Articles of Incorporation
 
On March 25, 2011, the Company filed an Amendment to its Articles of Incorporation to change the par value of the company’s stock from ‘No Par Value’ to a ‘$0.001 Par Value’. This amendment has been retrospectively reflected in the financial statements.
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
This statement may include projections of future results and “forward looking statements” as that term is defined in Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
 
 
Results of Operations
 
 
Eworld Interactive has no subsidiaries that have operations and since Company has ceased all business in online game and media production business, it has become a shell company with no functional operations.
 
 
In March of 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc. Blue Atelier will acquire 25,000,000 newly authorized and issued common stock of Eworld Interactive Inc. (“Eworld”) after Eworld executes a forty to one reverse split of the presently issued and outstanding Eworld common stock in exchange for $250,000. Blue Atelier will provide the Company a non-interest bearing loan up to $250,000 for costs and fees required to maintain the full reporting status of Eworld and quotation of its common stock on the OTCBB. The Company completed the forty to one reverse split in September 2009 and entered into a series of agreements with various holders of Convertible Notes to convert $2,226,185 of notes payable plus accumulated interest to E World Common Stock in the aggregate of $501,283 to 6,872,830 shares of common stock. Following this, Blue Atelier acquired 25,000,000 of newly authorized and issued common stock for $250,000 in accordance with the stock purchase agreement.
 
 
Eworld now expects to acquire a new operating entity that may have a different business scope.
 
 
It may be that any acquisition of a business venture the Company would make would be by conducting a reorganization involving the issuance of the Company’s restricted securities. Such a reorganization may involve a merger (or combination pursuant to state corporate statutes, where one of the entities dissolves or is absorbed by the other), or it may occur as a consolidation, where a new entity is formed and the Company and such other entity combine assets in the new entity.
 
 
There are currently no contracts or agreements between any operating companies that are searching for shell companies with which to merge.
 
 
Financial Summary
 
 
Results of Operations for the Three-Months Ended March 31, 2010
 
 
The Company reports a net loss of $11,900 for the three-months ended March 31, 2010 versus a net loss of $34,363 for the three-months ended March 31, 2009.
 
 
The net loss for the three-months ended March 31, 2010 of $11,900 is comprised of an operating loss of $11,900 resulting from professional fee costs.
 
 
The net loss for the three-months ended March 31, 2009 of $34,363 is comprised of operating loss of $33,919 and interest expenses of $444.
 
 
Liquidity and Capital Resources
 
 
During the three-months ended March 31, 2010 the Company's cash position was unchanged. Net cash realized from operating activities was nil; no cash was realized from or used in investing activities; and $12,500 was provided by financing activities from short-term borrowings.
 
 
Cash Flow Requirements for Operations.
 
 
As of March 31, 2010 we had available cash of $77. Our current operations are limited due to a lack of available funding develop our business plans. Cash demands are currently debt payable, administrative, accounting and legal expense. We are operating month to month satisfying our cash requirements with loans and equity sales. We will continue to rely on continued loans and other investment which may or may not be available to us when needed and could impact negatively our ability to continue operations.
 
 
 
 

 

 
Eworld Interactive, Inc.

Going Concern
 
 
The accompanying condensed interim consolidated financial statements have been prepared assuming that we will continue as a going concern. As the Company has now become a shell company with no operating revenue, our ability to continue as a going concern is dependent upon acquiring new company with profitable operations. Any acquisition of a business venture may involve reorganization and issuance of the Company’s restricted securities. There are currently no contracts or agreements between any companies that are searching for shell companies with which to merge.
 
 
We also intend to use other borrowings and security sales to mitigate the affects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available.
 
 
The condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence.
 
 
However, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
 

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 
Not Applicable
 
 
Item 4. Controls and Procedures
 
 
Evaluation of Disclosure Controls and Procedures
 
 
The Company’s Principal Executive Officer and Principal Financial Officer, Mr. Shirren has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Subsequent to the filing of the 10Q on May 17, 2010, further evaluation of the disclosure control and procedures found a number of revisions were necessary to the 10Q and based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of March 31, 2010, our disclosure controls and procedures were found to be ineffective.
 
 
Changes in Internal Controls
 
 
There has been no change in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
 
Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.
 
 
Management, including our President acting as principal executive officer and our principal financial officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies published in June of 2006 and the PCAOB preliminary staff views published October 17, 2007.
 
 
Based on our assessment and those criteria, management concluded that during the period covered by this report, our internal control and procedures over financial reporting were ineffective as of March 31, 2010 due to the weaknesses described below.
 
 
Material Weaknesses
 
 
1.  
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2010. In making this assessment, the Company’s management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control – Integrated Framework.” Based on this assessment, management concluded that, as of March 31, 2010, the Company’s internal control over financial reporting was not effective based on this framework.
 
Management evaluated the impact of ineffective control over financial reporting and concluded that the control deficiency represented a material weakness.
 
 
2.  
After a review of the Company’s current review and approval of certain aspects of the accounting process in the preparation and presentation of our consolidated financial statements, management concluded that the inadequate review and approval process represented a material weakness.
 
 
 

 

 
Eworld Interactive, Inc.

Remediation of Material Weaknesses
 
 
To remediate the material weaknesses identified above, we have done the following subsequent to March 31, 2010, which correspond to the two material weaknesses identified above.
 
 
1.
In connection with the ineffective assessment of the Company’s internal control over financial reporting, management plans to hire an additional independent registered public accounting firm to perform our internal audit and assist with SEC compliance for purposes of all future reporting.
 

 
 
Management believes this remediation will remediate the corresponding material weakness described in Item 1.
 
 
2.
In connection with the reported inadequate review and approval of certain aspects of the accounting process in the preparation and presentation of our consolidated financial statements, the Company plans to hire an independent registered public account firm to review and advice on the preparation and presentation of the consolidated financial statements.
 
Management believes this remediation will remediate the corresponding material weakness described in Item 2.
 
 

 
Part II.
 
OTHER INFORMATION
 
Item 1.
 
Legal Proceedings
None, for the three month period ending March 31, 2010
 
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
None, for the three month period ended March 31, 2010
 
Item 3.
 
Defaults Upon Senior Securities
None, for the three month period ended March 31, 2010
 
Item 4.
 
Submission of Matters to a Vote of Security Holders
None, for the three month period ending March 31, 2010
 
Item 5.
 
Other Information
None
   

Item 6.
 
Exhibits
   
   
Eworld Interactive, Inc. includes by reference the following exhibits:
   
    3.1
 
    Articles of Incorporation, exhibit 3.1 filed with the registrant’s Registration Statement on Form SB-2, as
   
   
    amended; filed with the Securities and Exchange Commission on December 27, 2005.
   
    3.2
 
    Amendment to Articles of Incorporation, exhibit 3.2 filed with the registrant’s Registration Statement on
   
   
    Form SB-2, as amended; filed with the Securities and Exchange Commission on December 27, 2005.
   
    3.3
 
    Amendment to Articles of Incorporation, exhibit 3.3 filed with the registrant’s Registration Statement on
   
   
    Form SB-2, as amended; filed with the Securities and Exchange Commission on December 27, 2005.
   
    3.4
 
    Bylaws, filed as exhibit 3.4 with the registrant’s Registration Statement on Form SB-2, as amended; filed
   
   
    with the Securities and Exchange Commission on December 27, 2005.
   
    3.5
 
    Amendment to Articles of Incorporation, filed as exhibit 3.5 with the registrant’s Registration Statement 
   
   
    on Form 8-A; filed with the Securities and Exchange Commission on December 14, 2006.
 
   
         
         
    3.6           Amendment to Articles of Incorporation , filed as Exhibit Bylaws, filed as exhibit 3.1 filed on Form 8-K,
                     filed with the Securities and Exchange commission on August 24, 2009 on Form 8-A;
 
     3.7           Amendment to Articles of Incorporation  filed as exhibit 3.1 filed on Form 8-K,
                     filed with the Securities and Exchange commission on March 30, 2011 on Form 8-A
 
 
 
 
 
   
Eworld Interactive, Inc. includes herewith the following exhibits:
   
    31.1
 
    Certification of Principal Executive Officer and Principal Financial Officer
   
   
    (Rule 13a-14(a)/15d-14(a))
   
    32.1
 
    Certification of Principal Executive Officer and Principal Financial Officer
   
   
    (18 U.S.C. 1350)
   
 
 
 

 

 
Eworld Interactive, Inc.

SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

   
Eworld Interactive, Inc.
 
Date: April 27, 2011
 
By: /s/ Gerry Shirren, President