CIRQUE ENERGY, INC. - FORM 10-Q/A

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - CIRQUE ENERGY, INC.	eworld3215311.htm
EX-31.1 - EXHIBIT 31.1 - CIRQUE ENERGY, INC.	eworld3115311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

COMMISSION FILE NUMBER :		000-52438



E WORLD INTERACTIVE, INC.

(Exact name of small business issuer as specified in its charter)

Florida		65-0855736
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


2580 Anthem Village Drive Henderson, Nevada, 89052

(Address of principal executive offices)

702 588 5971


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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

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

[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] 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 [ ] No [X]

The number of shares outstanding of each of the issuer's classes of common equity as of March 31, 2011: 43,262,480 shares of common stock.

		Contents

	Contents

Part 1		Financial Information	1

	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

	Item 3	Quantitative and Qualitative Disclosures about Market Risk	11

	Item 4	Controls and Procedures	11

Part II		Other Information	11

	Item 1	Legal Proceedings	11

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12

	Item 3	Defaults upon Senior Securities	12

	Item 4	Submission of Matters to a Vote of Security Holders	12

	Item 5	Other Information	12

	Item 6	Exhibits	12

		Signatures	12

Part 1 Financial Information

E World Interactive, Inc. and Subsidiaries

Interim Consolidated Financial Statements

For the period ended June 30, 2010

(Restated)

(Unaudited)

(Stated in USD)

E World Interactive, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheets
(Restated)
		30-Jun			31-Dec
		2010			2009
		(Unaudited)			(Audited)
Assets:
Current assets:
	Cash	$	1,024		$	77
	Total current assets		1,024			77
Intangible assets			449			-
Total Assets		$	1,473		$	77

Liabilities and Stockholders' Deficit:
Current liabilities:
	Accounts and other payables	$	145,851		$	117,906
	Due to shareholders/related parties		51,345			21,590
	Convertible notes- Related Party		150,000			-
	Total current liabilities		347,196			139,496

Stockholders' Deficit
	Preferred stock, Par Value $0.001, 5,000,000 shares authorized and no shares issued		-			-
	Common stock, Par value $0.001, 150,000,000 shares authorized and 43,252,480 and 33,252,480 shares outstanding
	at June 30, 2010 and December 31, 2009		43,253			33,253
	Additional Paid In Capital		4,171,877			4,180,877
	Comprehensive income		(1,113	)		(1,113	)
	Accumulated deficit		(4,514,335	)		(4,352,436	)
	Accumulated deficit during development stage		(45,405	)		-
	Total Stockholders Deficit		(345,723	)		(139,419	)

Total Liabilities and Stockholders Deficit		$	1,473		$	77

E World Interactive, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Income Statement
(Unaudited)
(Restated)
		Three Month Period Ended June 30						Six Month Period Ended June 30						Development Stage From April 01, 2010 Through June 30, 2010

		2010			2009			2010			2009
Bank Service Charges		$	62		$	-		$	62		$	-		$	62
Office Rental and Related Costs			7,104			-			7,104			-			7,104
Professional Fees			35,239			65,943			47,138			82,943			35,239
Loan fees			-			-			-			92,253			-
Office and miscellaneous expense			-			-			-			(75,334	)		-
	Total operating expense		42,405			65,943			54,304			99,863			42,405
Operating loss			(42,405	)		(65,943	)		(54,304	)		(99,863	)		(42,405	)
Interest expense			(3,000	)		(1,233	)		(3,000	)		(1,677	)		(3,000	)
	Net Loss	$	(45,405	)	$	(67,176	)	$	(57,304	)	$	(101,540	)	$	(45,405	)

Net Loss Per Share - Basic		$	(0.00	)	$	(0.05	)	$	(0.00	)	$	(0.07	)

Weighted Average Shares Outstanding-basic			38,252,480			1,457,636			38,252,480			1,457,636

E World Interactive, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Stockholders’ Deficit and Comprehensive Income
(Unaudited)

	Common Stock Share			Common Stock at Par			Additional Paid In Capital			Unissued Stock Shares			Amount			Comprehensive Income			Accumulated Deficit			Development Stage			Total
Balance at January 1, 2008		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	)
Issue of Convertible Notes														-												-
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		$	33,253		$	4,180,877			-		$	-		$	(1,113	)	$	(4,352,436	)	$	-		$	(139,419	)
Issuance of subsidiary stock for cash prior to acquisition								950																		950
Issuance of subsidiary stock for services prior to acquisition								50																		50
Common stock issuance for acquisition		10,000,000			10,000			(10,000	)																	-
Deemed Distribition Media & Technology Solutions Inc.																	-			(150,000	)					(150,000	)
Net Loss for the Period Ended June 30, 2010																	-			(11,899	)		(45,405	)		(57,304	)
Balance at June 30, 2010		43,252,480		$	43,253		$	4,171,877			-		$	-		$	(1,113	)	$	(4,514,335	)	$	(45,405	)	$	(345,723	)

E World Interactive, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
(Restated)
	For the 6 Months Ended June 30						Development Stage From April 01, 2010 Through
	2010			2009			June 30, 2010

Operating Activities
Cash flows from operating activities :
Net Loss	$	(57,304	)	$	(101,540	)	$	(45,405	)
Issue of Stock for Services prior to acquisition		50			-			50
Prepaid assets		-			(29,800	)		-
Accounts and other payables		27,945			67,441			11,945
Due to shareholders and related parties		29,755			20,600			33,856
Cash Provided by (used in) Operating Activities	$	446		$	(43,299	)	$	446
Investing Activities
Issuance of Subsidiary Stock Prior to Acquisition		950			-			950
Purchase of Intangible Assets		(449	)		-			(449	)
Cash Provided by Investing Activities	$	501		$	-		$	501
Financing Activities
Short-term borrowings		-			115,000			-
Cash Provided by Financing Activities	$	-		$	115,000		$	-

Effects of Exchange Rate Changes	$	-		$	(75,333	)	$	-

Increase(Decrease) in Cash		947			(3,632	)		947
Cash, Beginning of Period		77			3,798			77
Cash, end of period	$	1,024		$	166		$	1,024

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Deemed distribution to majority shareholder	$	150,000		$	-		$	150,000

EWorld, Interactive Inc.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2010

(Unaudited)

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 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. 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 subsidiaries. All significant inter-company transactions and balances have been eliminated.

On April 1, 2010, the Company entered into development stage accumulating a net loss of $45,404 from April 1, 2010 to June 30, 2010.

Note 2 – Restatement

The Financial Statements at June 30, 2010 has the following restatements;

1.	Acquisition of Media and Technology Solutions, Inc.:

On May 24, 2010, E World Interactive, Inc. entered into a purchase agreement to acquire 100% of Media and Technology Solutions, Inc., (“Media and Technology”). Upon completion of the Company’s financial statements as of December 31, 2010, an accounting error was discovered that requires the restatement of amounts previously reported. Intangible assets purchased from Blue Atelier (majority stockholder of the Company) should have been recorded at the transferors’ historical cost basis determined under GAAP. On the date the intangible assets were purchased, the unsecured convertible note payable to Blue Atelier executed by the Company as consideration for the intangible assets exceeded the transferors’ historical cost basis by $150,000. This excess should have been recorded by the Company as a deemed distribution to Blue Atelier (majority stockholder). On the date of acquisition, Media and Technology was 95% owned by Blue Atelier, Inc., the majority shareholder of E World Interactive, Inc. and accordingly the acquisition should have been accounted for in a manner similar to a pooling of the entities under GAAP because the entities were under common control at the time of the transaction. The accompanying restated financial statements include the results of Media and Technology from the date of inception of Media and Technology on February 01, 2010 increasing our loss by $17,543.

2.	Change in Par Value:

On March 25, 2011, E World Interactive, Inc. (the “Company”) sent to the Division of Corporations, Amendment Section, Florida Secretary of State an Amendment specifying the following: “This Corporation is authorized to issue one hundred and fifty million (150,000,000) shares, designated as “Common Stock” and five million (5,000,000) shares designated as “Preferred Stock,” both shall have $0.001 par value. The only change to the Articles of Incorporation consisted of adding a par value of $0.001 when previously the par value was $0. The change in par value has been retroactively reflected in the accompanying financial statements.

3.	Year Ended December 31, 2009:

Upon completion of the Company’s financial statements as of December 31, 2010, an accounting error was discovered that required the restatement of amounts previously reported. During the audit of the financial statements as of December 31, 2010, the Company determined that professional fees and accounts payable as of and for the year ended June 30, 2009 were understated by $20,000 due to invoices related to 2009 that were provided to the Company in March 2011.

Extract from the Financial Statements and Restatement

1.	Extract from Statement of Operations

	3 Month Period Ended									6 Month Period Ended									Development Stage
	June 30,						June 30,			June 30,						June 30,			April 01 to June 30, 2010
	2010			Error			2010			2010			Error			2010
	(Unaudited)			Correction			(Unaudited)			(Unaudited)			Correction			(Unaudited)			(Unaudited)			Error			(Unaudited)
	(Previously Restated)						(Restated)			(Previously Restated)						(Restated)			(Previously Restated)			Correction			(Restated)
Statement of Operations

Bank Charges	$	21		$	41		$	62		$	21		$	41		$	62		$	21		$	41		$	62
Office Rental	$	525		$	6,579		$	7,104		$	525		$	6,579		$	7,104		$	525		$	6,579		$	7,104
Professional Fees	$	24,316		$	10,923		$	35,239		$	36,216		$	10,922		$	47,138		$	24,316		$	10,923		$	35,239

Total Operating Expense	$	24,862		$	17,543		$	42,405		$	36,762		$	17,542		$	54,304		$	24,862		$	17,543		$	42,405
Interest Expense	$	3,000		$	-		$	3,000		$	3,000		$	-		$	3,000		$	3,000		$	-		$	3,000

Net Loss	$	(27,862	)	$	(17,543	)	$	(45,405	)	$	(39,762	)	$	(17,542	)	$	(57,304	)	$	(27,862	)	$	(17,543	)	$	(45,405	)

Net Loss Per Share	$	(0.00	)				$	(0.00	)	$	(0.00	)				$	(0.00	)

Weighted Average Shares Outstanding		38,252,480						38,252,480			38,252,480						38,252,480

Extract from Statement of Operations Prior Year	3 Month Period Ended							6 Month Period Ended
	June 30,				June 30,			June 30,				June 30,
	2009		Error Correction		2009			2009		Error Correction		2009
	(Unaudited)				(Unaudited)			(Unaudited)				(Unaudited)
	(Previously Restated)				(Restated)			(Previously Restated)				(Restated)

Professional Fees	$	45,943	$	20,000	$	65,943		$	62,944	$	20,000	$	82,943

Earnings Per Share:
Net Profit/Loss Per Share	$	0.03			$	(0.05	)	$	0.06			$	(0.07	)
Weighted Average Shares Outstanding		1,457,636				1,457,636			1,457,636				1,457,636

2.	Extract from Balance Sheet

	2010			Error			2010
	(Unaudited)			Correction			(Unaudited)
Extract from Balance Sheet	(Previously Restated)						(Restated)
Intangible Assets
Intangible Assets	$	150,449		$	(150,000	)	$	449

Current Liabilities
Accounts and Other Payables	$	125,851		$	20,000		$	145,851

Stockholder’s Deficit
Common Stock, Par Value $0.001, 150,000,000 shares authorized, 43,252,480 and 33,252,480 shares outstanding as of June 30, 2010 and December 31, 2009 respectively	$	4,197,587		$	(4,154,334	)	$	43,253
Additional Paid In Capital					4,171,877			4,171,877
Comprehensive income		(1,113	)		-			(1,113	)
Accumulated deficit		(4,344,335	)		(170,000	)		(4,514,335	)
Accumulated deficit during development stage		(27,862	)		(17,543	)		(45,405	)
Total Shareholders' Deficit	$	(175,723	)	$	(170,000	)	$	(345,723	)

3.	Extract from Statement of Cash Flows

Statement of Cash Flows	June 30,						June 30,			Development Stage
	2010			Error Correction			2010			April 01 to June 30, 2010
	(Unaudited)						(Unaudited)			(Unaudited)			Error			(Unaudited)
	(Previously Restated)						(Restated)			(Previously Restated)			Correction			(Restated)
Operating Activities
Cash flows from operating activities :
Net Profit/(Loss)	$	(39,762	)	$	(17,542	)	$	(57,304	)	$	(27,862	)	$	(17,543	)	$	(45,405	)
Issue of Stock for Services prior to acquisition		-			50			50			-			50			50
Changes in Operating Assets and Liabilities
Accounts and other payables		32,946			(5,001	)		27,945			11,945			-			11,945
Due to related parties/Advances from Shareholders		-			29,755			29,755			-			33,856			33,856
Cash Provided by (used in) Operating Activities		(6,816	)		7,262			446			(15,917	)		16,363			446
Investing Activities					-									-
Issuance of Subsidiary Stork Prior to Acquisition					950			950						950			950
Purchase of intangibles		(449	)		-			(449	)		(449	)		-			(449	)
Cash Provided by Investing Activities		(449	)		950			501			(449	)		950			501
Financing Activities
Due to Shareholders		24,755			(24,755	)		-			33,856			(33,856	)		-
Deficit from acquisition		(16,543	)		16,543			-			(16,543	)		16,543			-
Cash Provided in Financing Activities		8,212			(8,212	)		-			17,313			(17,313	)		-
Increase(Decrease) in Cash		947			-			947			947			-			947
Cash at Beginning of Period		77						77			77						77
Cash, End of Period	$	1,024		$	-		$	1,024		$	1,024		$	-		$	1,024
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Convertible Notes issued to purchase intangible assets		150,000			(150,000.00	)	$	-			150,000			(150,000.00	)	$	-
Deemed distribution to majority shareholder		-			150,000		$	150,000			-			150,000		$	150,000

Note 2 – Going Concern

The accompanying condensed interim consolidated financial statements have been prepared assuming that we will continue as a going concern. The Company had no operating revenue and has incurred an accumulated deficit of $4,514,335 and a $45,405 accumulated deficit during development stage. Our ability to continue as a going concern is dependent upon the company implementing its business plans resulting in profitable operations.

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. The Company also intends to position itself so that it may be able to raise additional funds through the capital markets and to raise additional borrowings. However, there are no assurances that the Company will be successful in this or any of its endeavours 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 related party payables are non-interest bearing, unsecured, and due upon demand. Media and Technology Solutions, Inc, a wholly owned subsidiary, holds an 8% convertible note with Blue Atelier, Inc., the majority shareholder of E World. The note matures on March 31, 2011 with interest due on maturity and may be converted to E World common stock at a price to be agreed.

The following is a list of related party balances as at June 30, 2010 and December 31, 2009:

	June 30, 2010	Dec 31, 2009
Related Party Payable	$ 51,345	$ 21,590
Convertible Notes - Related Party	$ 150,000	$ -

Note 4 - Summary of Significant Accounting Policies

a) Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

b) Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and variable interest entities for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and VIEs’ have been eliminated upon consolidation. The Group applied FASB ASC 810-10, “Consolidation” for all the years presented. FASB ASC 810-10 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d) Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include accounting for asset impairments, reserves established for doubtful accounts, equity-based compensation, depreciation and amortization, business combinations, income taxes, litigation matters and contingencies.

e) Significant Risks and Uncertainties

The Company's management believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position, results of operations or cash flows: the Company's limited operating history; the Company’s ability to generate profits and cash flow; advances and trends in new technologies and industry standards; competition from other competitors; regulatory or related factors; risks associated with the Company's ability to attract and retain employees necessary to support its growth; and risks associated with the Company's growth strategies and the risks associated with the Company’s ability to raise finance on satisfactory terms to implement its business plan.

f) Impairment of long-lived assets and intangible assets

Long-lived assets and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of the long-lived assets and intangible assets (other than goodwill) by comparing the carrying amount to the estimated future undiscounted cash flow associated with the related assets. The Company recognizes impairment of long-lived assets and intangible assets in the event that the net book value of such assets exceeds the estimated future undiscounted cash flow attributed to such assets. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different. Intangible assets consisting of $0 value as part of the acquisition of Media & Technology Solutions, Inc on May 24, 2010 and a further $499 for the purchase in the period of a premium domain name and web-site and no impairment of the asset as acquired was deemed necessary at June 30, 2010. These consisted of the following:

1.	A Letter of Intent with Hi Tops USA, LLC concerning the granting of the exclusive rights to develop the ‘HI TOPS’ brand in China.

2.	A binding Joint Venture Outline with Sportstainment Live, LLC regarding the development and production of a Cowboy and Rodeo Lifestyle Show.

3.	A binding Letter of Intent with Samantha’s Wildlife regarding the development and production of the TV show “Samantha’s Wildlife Show”

4.	An Agency Agreement with Premier Entertainment Services International Inc, a California Company concerning the exclusive rights to represent Premier Entertainment Services International in China.

5.	A binding Letter of Intent with International Mothers Hall of Fame LLC regarding the development and operation of the business of The International Mothers Hall of Fame and related matters.

6.	A binding Letter of Intent with My Family TV, LLC regarding the broadcast of “Samantha’s Outdoor Adventures”.

7.	The purchase of the premium domain and website ’www.eworldgreen.com’

g) Taxation

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB ASC 740-10, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and

liabilities and their respective tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

h) Basic and Diluted Net Earnings (Loss) Per Share

The Company computes net loss per share in accordance with FASB ASC 205-10, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive and is not presented in the accompanying financial statements.

i) Comprehensive Income

The Company utilizes FASB ASC 220-10, "Comprehensive Income". This statement establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2010 and December 31, 2010, the Company reported a comprehensive income of $1,113 that represents comprehensive income is the foreign currency translation adjustments.

j) Fair value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents, trade, bills and other receivables, amount due from/to related parties and trade and other payables approximate their fair values due to the immediate or short-term maturity of these instruments. It is the management’s opinion that the Company is not exposed to significant interest, price or credit risks arising from these financial instruments.

k) Business combination

The Company accounts for its business combinations using the purchase method of accounting in accordance with FASB ASC 805-10 “Business Combinations”. This method requires that the acquisition cost to be allocated to the assets, including separate identifiable intangible assets, and liabilities the Company acquired based on their estimated fair values. The Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities based on independent appraisal reports as well as its experience with similar assets and liabilities in similar industries. If different judgment or assumptions were used, the amounts assigned to the individual acquired assets or liabilities could be materially affected.

l) Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.

u) Recent Accounting Pronouncements

In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.

In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.

In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.

Note 5 Acquisition of Media and Technology Solutions, Inc.

On May 24, 2010, E World Interactive, Inc. entered into a purchase agreement to acquire 100% of Media and Technology Solutions, Inc, (“Media and Technology”)

Media and Technology holds a number of contracts, rights and agreements entered into directly or acquired under other agreements including

(i)

The International Mothers Hall of Fame: Mothers Hall of Fame sells tributes to mothers in the form of certificates of recognition and enrolment in the International Mothers Hall of Fame and was recently re-launched with a direct response TV ad campaign and online sales. Media and Technology exclusively manages this property under a revenue share agreement with the owner of the property.

(ii)	The exclusive rights to develop and license the Hi Tops sport bar brand in China

(iii)

The exclusive agent of Premier Entertainment Services International, Inc for China

(iv)	TV broadcast agreements and joint venture development agreements for various TV properties including Samantha’s Outdoor Show with TV personality Samantha Virk and a Cowboy Lifestyle Show with Sportstainment Live, LLC.

On the date of acquisition Media and Technology did not have any fixed assets and carried a Convertible Promissory Note payable to its principal shareholder, Blue Atelier Inc. of $150,000. The consideration for the purchase of Media and Technology is 10,000,000 shares of E World Common Stock. Blue Atelier Inc., the principle shareholder of Media and Technology is the largest shareholder in E World, holding 25,000,000 shares of the 33,252,480 shares outstanding at the date of the acquisition.

Media and Technology has an accumulated loss of $17,543 and shareholder’s fund deficit of $16,543 at the date of acquisition by E World.

Note 6 Stockholders Deficit

The Company has incurred an accumulated deficit of $4,559,740 of which $57,304 was in the 6 months to June 30, 2010 with $45,405 during the development stage. These interim consolidated financial statements have been prepared assuming that we will continue as a going concern. Our ability to continue as a going concern is dependent upon the company implementing its business plans resulting in profitable operations.

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.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes,""expects," "intends,""plans,""anticipates,""estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

RESULTS OF OPERATIONS

THREE MONTHS PERIOD ENDED JUNE 30, 2010 COMPARED TO THREE MONTH PERIOD ENDED JUNE 30, 2009

Revenues for the three month period ended June 30, 2010 were $0, the same as for the three month period ended June 30, 2009 at $0.

Total operating expense for the three month period ended June 30, 2010 was reduced by $23,538 from $65,943 for the three months ended June 30, 2009 to $42,405 for the same period in 2010. The increase was due principally to reduction in professional fees.

Interest expense for the three months ended June 30, 2010 increased by $1,767 from $1,233 for the three months ended June 30, 2009 to $3,000 for the same period in 2010. The increase was due principally to an increase in interest bearing notes outstanding during the period.

Due to the factors described above, the Company's net loss decreased by $21,771 from net loss of $67,176 for the three months ended June 30, 2009 to a net loss of $45,405 for the same period in 2010.

SIX MONTHS PERIOD ENDED JUNE 30, 2010 COMPARED TO THE SIX MONTHS PERIOD ENDED JUNE 30, 2009

Revenues for the six months ended June 30, 2010 June 30, 2010 were $0, the same as for the six months ended June 30, 2009 at $0.

Total operating expense for the six months ended June 30, 2010 decreased by $45,559 from $99,863 for the six months ended June 30, 2009 to $54,304 for the same period in 2010. The decrease was due principally to a reduction in professional fees and the costs associated with the wind-down of activities in 2009.

Interest expense for the six months ended June 30, 2010 increased by $1,323 from $1,677 for the six months ended June 30, 2009 to $3,000 for the same period in 2010. The increase was due principally to the increase in interest bearing notes outstanding during the period.

Due to the factors described above, the Company's net loss decreased by $44,236 from net loss of $101,540 for the six months ended June 30, 2009 to a net loss of $57,304 for the same period in 2010.

LIQUIDITY AND CAPITAL RESOURCES

The Company's consolidated financial statements have been prepared, assuming that the Company will continue as a going concern. The Company incurred a net loss of $57,304 and a cash flow from operations of $446 for the six months ended June 30, 2010 and had a working capital deficiency of $346,172 and an accumulated deficit of $4,514,335 and a $45,405 accumulated deficit during development stage at June 30, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Cash totaled $1,024 on June 30, 2010 compared to $77 as of December 31, 2009.

During the six months ended June 30, 2010, net cash generated by operating activities totaled $446 compared to net cash used by operating activities of $43,299 for the comparable six month period in 2009. Net cash provided by investing activities for the six months ended June 30, 2010 totaled $501 compared to $0 for the comparable six month period in 2009. Net cash provided by financing activities for the six months ended June 30, 2010 totaled $0 compared to $115,000 for the comparable six month period in 2009.

The above cash flow activities yielded a net cash increase of $947 during the six months ended June 30, 2010 compared to a decrease of $3,632 during the comparable prior year period.

GOING CONCERN

The condensed interim consolidated financial statements have been prepared assuming that we will continue as a going concern. The Company had no operating revenue and our ability to continue as a going concern is dependent upon the company implementing its business plans resulting in profitable operations. 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.

The Company also intends to position itself so that it may be able to raise additional funds through the capital markets and to raise additional borrowings. However, there are no assurances that the Company will be successful in this or any of its endeavours 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/A on September 11, 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 June 30, 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 June 30, 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 June 30, 2010 due to the weaknesses described below.

Material Weaknesses

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 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 June 30, 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.

Remediation of Material Weaknesses

To remediate the material weaknesses identified above, we have done the following subsequent to June 30, 2010, which correspond to the two material weaknesses identified above.

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.

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 six month period ending June 30, 2010

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

There were no registered or any other sale of equity securities by us during the six month period ended June 30, 2010. During the six months ended June 30, 2010, the company issued 10,000,000 shares of E World Common Stock as consideration for the acquisition of Media and Technology Solutions, Inc.

Item 3. Defaults upon Senior Securities

None, for the six month period ending June 30, 2010

Item 4. Submission of matters to a Vote of Security Holders

None, for the six month period ending June 30, 2010

Item 5. Other Information

None.1

Item 6. Exhibits 2

E World 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 3.5 WITH THE REGISTRANT'S REGISTRATION STATEMENT

3.7 AMENDMENT TO ARTICLES OF INCORPORATION, FILED AS EXHIBIT 3.1 ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMSSION ON MARCH 30, 2011 ON FORM 8-A.

E World Interactive, Inc. includes herewith the following exhibits:

31.1	Certification of Chief Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act of 1934 (Rule 13a-14(a) or 15d-14(a))

32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

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.

		E World Interactive, Inc.

Date: May 09, 2011
		By: /s/ Gerry Shirren, President
		Gerry Shirren, President
		Principal Executive Officer
		Principal Accounting Officer

CIRQUE ENERGY, INC. - FORM 10-Q/A - May 10, 2011

Attached files

CIRQUE ENERGY, INC. Reports