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EX-31.1 - EXHIBIT 31.1 - CIRQUE ENERGY, INC. | v230450_ex31-1.htm |
EX-32 - EXHIBIT 32.1 - CIRQUE ENERGY, INC. | v230450_ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
COMMISSION FILE NUMBER : 000-52438
Florida
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65-0855736
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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2580 Anthem Village Drive
Henderson, Nevada, 89052
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(Address of principal executive offices)
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702 588 5971
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last report)
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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 July 29, 2011:
43,262,480 shares of common stock
Contents | |
Part 1 Financial Information
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3
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Item 1. Financial Statements
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3
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
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11
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Item 4. Controls and Procedures
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11
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Part II. OTHER INFORMATION
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12
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Item 1. Legal Proceedings
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12
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3. Defaults upon Senior Securities
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12
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Item 4. Submission of matters to a Vote of Security Holders
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12
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Item 5. Other Information
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12
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Item 6. Exhibits
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13
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SIGNATURES
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14
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2
Part 1 Financial Information
Item 1 Financial Statements
E World Interactive, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
June 30,
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December 31,
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|||||||
2011
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2010
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|||||||
(Unaudited)
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(Audited)
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|||||||
Assets:
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||||||||
Current assets:
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||||||||
Cash
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$ | 8 | $ | 721 | ||||
Total current assets
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$ | 8 | $ | 721 | ||||
Total assets
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$ | 8 | $ | 721 | ||||
Liabilities and Stockholders' Deficit:
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||||||||
Current liabilities:
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Accounts and other payables
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142,882 | 136,433 | ||||||
Accounts payable-related parties
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145,025 | 79,000 | ||||||
Due to shareholders
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137,771 | 88,204 | ||||||
Convertible note-related party
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150,000 | 150,000 | ||||||
Total current liabilities
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575,678 | 453,637 | ||||||
Total liabilities
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575,678 | 453,637 | ||||||
Stockholders' Deficit:
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||||||||
Preferred stock, no par value 5,000,000 shares authorized and no shares issued.
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- | - | ||||||
Common stock, Par Value $0.001, 150,000,000 shares Authorized and 43,262,480 shares outstanding at June 30, 2011 and December 31, 2010
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43,263 | 43,263 | ||||||
Additional paid-in capital
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4,172,017 | 4,172,017 | ||||||
Accumulated deficit
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(4,514,336 | ) | (4,514,336 | ) | ||||
Accumulated deficit during development stage
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(276,614 | ) | (153,860 | ) | ||||
Total stockholders' deficit
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$ | (575,670 | ) | $ | (452,916 | ) | ||
Total liabilities and stockholders' deficit
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$ | 8 | $ | 721 |
The accompanying notes are an integral part of these consolidated financial statements.
3
E WORLD INTERACTIVE , INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
Three Month Period Ended
June 30,
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Six Month Period Ended
June 30,
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Development Stage
from
April 1, 2010 to
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||||||||||||||||||
2011
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2010
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2011
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2010
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June 30, 2011
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Sales
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$ | 28 | $ | - | $ | 28 | $ | - | $ | 28 | ||||||||||
Operating expenses:
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Bank service charges
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367 | 62 | 388 | 62 | 854 | |||||||||||||||
Professional fees
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56,121 | 35,239 | 110,148 | 47,138 | 236,624 | |||||||||||||||
Office rental and miscellaneous expense
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450 | 7,104 | 900 | 7,104 | 3,247 | |||||||||||||||
Telephone expense
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2 | - | 13 | - | 13 | |||||||||||||||
Online storage costs
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1,081 | - | 2,002 | - | 16,011 | |||||||||||||||
Investor relations
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- | - | 1,000 | - | 1,000 | |||||||||||||||
Travel expense
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2,332 | - | 2,332 | - | 2,332 | |||||||||||||||
Impairment of intangible assets and license fees
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- | - | - | - | 449 | |||||||||||||||
Total operating expense
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$ | 60,353 | $ | 42,405 | $ | 116,783 | $ | 54,304 | $ | 260,530 | ||||||||||
Operating loss
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$ | (60,325 | ) | $ | (42,405 | ) | $ | (116,754 | ) | $ | (54,304 | ) | $ | (260,501 | ) | |||||
Foreign exchange translation loss
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- | - | - | - | (1,113 | ) | ||||||||||||||
Interest expense
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(3,000 | ) | (3,000 | ) | (6,000 | ) | (3,000 | ) | (15,000 | ) | ||||||||||
Net loss
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$ | (63,325 | ) | $ | (45,405 | ) | $ | (122,754 | ) | $ | (57,304 | ) | $ | (276,614 | ) | |||||
Net loss per common share - basic
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted average number of common shares outstanding - basic
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43,262,480 | 38,252,480 | 43,262,480 | 38,252,480 |
The accompanying notes are an integral part of these consolidated financial statements.
4
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
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Six Month Period Ended June 30
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Development
Stage Period from
April 1, 2010 to
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2011
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2010
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June 30, 2011
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Operating Activities
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Cash flows from operating activities :
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Net loss
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$ | (122,754 | ) | $ | (57,304 | ) | $ | (276,614 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
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Issuance of common stock for services
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- | - | 150 | |||||||||
Issuance of subsidiary common stock for services prior to acquisition
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- | 50 | 50 | |||||||||
Loss on foreign currency translations
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- | - | 1,113 | |||||||||
Changes in operating assets and liabilities:
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Accounts payable-related parties
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66,025 | 19,755 | 145,025 | |||||||||
Accounts and other payables
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6,413 | 27,945 | 3,941 | |||||||||
Cash used in operating activities
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$ | (50,316 | ) | $ | (9,554 | ) | $ | (126,335 | ) | |||
Investing activities
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||||||||||||
Issuance of subsidiary stock for cash prior to acquisition
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- | 950 | 950 | |||||||||
Purchase of Intangible Assets
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- | (449 | ) | - | ||||||||
Cash provided by investing activities
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$ | - | $ | 501 | $ | 950 | ||||||
Financing activities
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Advances from shareholders/related parties
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49,567 | 10,000 | 125,280 | |||||||||
Bank overdrafts
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36 | - | 36 | |||||||||
Cash provided by financing activities
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$ | 49,603 | $ | 10,000 | $ | 125,316 | ||||||
Increase (decrease) in cash
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(713 | ) | 947 | (69 | ) | |||||||
Cash, beginning of period
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721 | 77 | 77 | |||||||||
Cash, end of period
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$ | 8 | $ | 1,024 | $ | 8 | ||||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities
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||||||||||||
Deemed distribution to majority shareholder
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$ | - | $ | 150,000 | $ | 150,000 |
The accompanying notes are an integral part of these consolidated financial statements.
5
E World Interactive, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Basis of Presentation
The unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 interim financial statements should be read in conjunction with the financial statements and footnotes thereto included in our Form 10-K for the year ended December 31, 2010.
The consolidated interim 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 $276,614 from April 1, 2010 to June 30, 2011.
Note 2 – Going Concern
The accompanying consolidated interim financial statements have been prepared assuming that we will continue as a going concern. The Company has incurred an accumulated deficit of $4,514,336 at June 30, 2011 and a $276,614 accumulated deficit during development stage period from April 1, 2010 to June 30, 2011. Our ability to continue as a going concern is dependent upon the company implementing its business plans resulting in profitable operations. The consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence. The Company also intends to position itself so that it may be able to raise additional funds through the capital markets and to raise additional borrowings. However, there are no assurances that the Company will be successful in this or any of its endeavours or become financially viable and continue as a going concern.
Note 3 – Related Party Transactions
The Company records transactions of commercial substance with related parties at amounts agreed to between the related parties and management, which are meant to approximate fair value. Amounts due to shareholders/related parties are non-interest bearing, unsecured, and due upon demand. Media and Technology Solutions, Inc., a wholly owned subsidiary, holds an unsecured 8% convertible note with Blue Atelier, Inc., the majority shareholder of E World. The convertible note was issued in connection with the purchase of intangible assets. The note matures on September 30, 2011 with interest due at maturity and may be converted to E World common stock at a price to be agreed.
The following is a list of related party balances as of June 30, 2011 and December 31, 2010:
June 30, 2011
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December 31, 2010
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Due to shareholders
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$ | 137,771 | $ | 88,204 | ||||
Accounts payable - related party
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$ | 145,025 | $ | 79,000 | ||||
Convertible note - related party
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$ | 150,000 | $ | 150,000 |
Amounts due to related parties include advances from Blue Atelier, Inc. of $48,200 during the six months to June 30, 2011. These advances are unsecured, non-interest bearing and due on demand.
Other related party transactions during the period include consultancy fee charges for the 6 month period ending June 30, 2011 and for the Development Period from April 1, 2010 to June 30, 2011:
Six Months to June 30,
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Development Stage
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2011
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2010
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Gerry Shirren
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Director, E World Interactive Inc.
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$ | 30,000 | $ | 25,000 | $ | 75,000 | ||||||
Frank O Donnell
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President, Blue Atelier, Inc.
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$ | 60,000 | - | $ | 120,000 |
6
Note 4 - Summary of Significant Accounting Policies
a)
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Basis of Presentation
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The accompanying consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.
b)
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Basis of Consolidation
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The consolidated financial statements include the accounts of E World and its wholly owned subsidiaries. On May 24, 2010, the Company acquired 100% of the outstanding stock of Media and Technology Solutions, Inc. On the date of acquisition, Media and Technology was 95% owned by Blue Atelier, Inc., the majority shareholder of E World Interactive, Inc. and the acquisition was accounted by means of a pooling of the entities from the date of inception of Media and Technology on February 1, 2010 because the entities were under common control. All significant inter-company transactions and balances have been eliminated.
c)
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Use of Estimates
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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
d)
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Cash and Cash Equivalents
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The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents
e)
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Significant Risks and Uncertainties
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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)
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Basic and Diluted Net Earnings (Loss) Per Share
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The Company computes net income (loss) per share in accordance with ASC 260-10, 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 income (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 statements.
g)
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Fair Value of Financial Instruments
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The carrying value of the Company’s financial instruments, including cash, due to shareholders/related parties and accounts and other payables approximate their fair values due to the immediate or short-term maturity of these instruments. It is management’s opinion that the Company is not exposed to significant interest, price or credit risks arising from these financial instruments.
h)
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Concentration of Credit Risk
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The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash. The Company places its cash 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.
i)
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Reclassifications
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Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. The Company reclassified advances from shareholders from the operating activities section of the statement of cash flows to the financing section.
j)
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Recent Accounting Pronouncements
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k)
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The Company has evaluated recent pronouncements through Accounting Standards Updates “ASU” 2011-07 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.
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l)
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Revenue Recognition
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The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.
7
Note 5 – Subsequent Events
On July 27, 2010, E World Interactive, Inc. (“E World” or the “Company”) entered into a binding letter of intent (the “LOI”) with Green Renewable Energy Solutions, Inc. (“GRES”), in which GRES following a series of transactions would hold 95% of the common stock outstanding in E World after the transactions have been completed. Under the LOI the transaction will be completed within 60 days of August 01, 2011. If not completed within this 60 day period, unless otherwise agreed by the Parties, there will be an increase in the interest held by the current shareholders of E World to 75%.
The series of transactions, which are planned to happen simultaneously, under the LOI are outlined as follows:
(i)
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GRES has agreed to purchase at least 72% of the outstanding of members shares of Richfield Equities, LLC (“Richfield”) including the Richfield operating business of waste management, land fill operations and all underlying assets, liabilities and businesses as set out in the terms of the acquisition (the “Acquisition”);
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(ii)
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GRES has agreed to obtain third party financing of no less than $6.5 million to fund the Acquisition;
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(iii)
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E World will acquire GRES’s interest in the agreement to finance and purchase Richfield for consideration consisting of E World common stock equivalent to 95% of the outstanding stock of E World following the completion of the transaction including the raising of new financing of at least $6.5 million;
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(iv)
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GRES has agreed to immediately fund $200,000 of which $100,000 is to be used as a good faith payment to Richfield in connection with the acquisition and the remaining $100,000 for continuing operational overhead costs of E World and other costs related to the transaction;
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(v)
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Prior to the issue of the new common stock to GRES, E World will spin-off it’s wholly owned subsidiary Media and Technology Solutions, Inc. (“Media and Technology”) by way of dividend shares to current E World stockholders;
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(vi)
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Media and Technology will also receive 10% of the outstanding stock of GRES as part of the consideration for the purchase of E World’s interest in GRES transaction;
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(vii)
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Media and Technology retain the ownership of the E World name and E World websites;
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(viii)
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And, the transaction will be completed within 60 days of August 01, 2011.
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8
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.
INTRODUCTION AND COMPANY UPDATE
INTRODUCTION
E World Interactive, Inc. (OTC BB: EWRL), a Florida corporation, is a publicly traded company. Its headquarters are located at 2580 Anthem Village Drive, Henderson, Nevada 89052. As of June 30, 2011, the Company has 43.26 million shares of its common stock outstanding from an authorized 150 million shares and no Preferred Shares outstanding from an authorized 5 million Preferred Shares. EWRL’s common stock is currently traded on the OTC Bulletin Board. EWRL underwent a change of control in October 2009 and a new board of directors and management team has been appointed to the group. The Company became a shell company in 2009 when all operations ceased and it emerged from shell status with the acquisition of Media and Technology Solutions, Inc. on May 24, 2010 as a first step in the implementation of a new business plan for the company.
PLAN OF OPERATION
E World Interactive Inc. (E World) has an integrated business model with a number of key areas of business, each closely connected with business operations in the US and China. The key area of E World business is planned to be green energy driven business, with a series of opportunities in solar and wind energy generation and storage projects, green energy ‘net zero’ housing developments and TV based media and marketing programs. E World has extensive relationships and partnerships in China for product sourcing and fulfillment as well as holding a number of rights to US media brands for China and will continue to develop and exploit the various media related interests owned by the Company’s wholly owned subsidiary, Media and Technology Solutions, Inc. The company’s website is available at www.eworldcorp.net. The company’s subsidiary Media and Technology Solution’s website is available at www.mediaandtechnology.net.
E World operates in a low risk manner with limited financial exposure on its downside risk while maintaining major upside potential. E World’s key expertise from its Board members, its management and its associates gives it a major advantage to successfully exploit this ‘green energy’ business focus and it has a pipeline of opportunities, some of which have rights to proprietary technologies.
‘Net Zero’ Energy Housing
In 2008, the US Government Accounting Office produced a report on Progress in Promoting Green Building and efforts to reduce energy costs and to benefit tenants of low income housing developments. This included a series of recommendations on the promotion of green building, energy efficiency in the building design and appliances and to find ways to deal with the higher upfront costs of green energy investments. E World has assembled a ‘net zero’ housing solutions program that combines the cumulative effect of the various elements to maximize the potential of green energy efficiency and sustainable material usage for these housing projects. These include
(i)
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Green energy building design
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(ii)
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Green building materials
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(iii)
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Solar or Wind on-site energy creation
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(iv)
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On-site energy storage and smart-grid interface
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(v)
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Green energy appliances with heating, cooling, lighting, water and kitchen appliances
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The green energy housing design will lower utility bills, provide improved comfort and increase the long-term project value of the housing development and comply with the latest and expected future energy codes.
The low cost housing solutions are adaptable to a number of uses including residential, vacation and recreational housing and cabins that will suit some of the planned E World real estate developments.
9
Renewable Energy, Storage and Related Business
Renewable energy creation and storage will be a key area of future business for E World. Combining major strategic partnerships with proprietary technology owners, E World is the agent for these technologies for our E World locations and has exclusivity for some applications. In addition, E World partnering with Global Earth Sciences has developed proprietary wind solutions. The energy generation and storage partnerships will include the following
(i)
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Proprietary wind turbine generation systems. The wind turbine solutions scale from 1 kilowatt mobile units suitable for motor homes to the 1.5 megawatt units, providing low impact wind units that are low maintenance and ideally suited to the locations that we have proposed for development.
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(ii)
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Other energy generation technologies including ‘waste to energy’ developments on a utility scale.
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(iii)
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Geo-polymer technologies, producing products with patented designs for large and small scale civil construction, transportation and housing projects.
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(iv)
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Proprietary energy storage systems. This is a lithium ion phosphate based re-chargeable battery system which is scalable and integrates with the grid for balancing of surplus and deficits of power needs.
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(v)
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Electric vehicles.
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E World Media and the E World Store
E World has a long history and expertise in media, especially in TV projects and is developing a weekly TV show to showcase green energy developments, advise on the latest technologies, give cost saving advise and provide information on government incentives and rebates. E World also plans to be both a retailer and wholesaler of green energy products, including those that it will have propietary technology rights to for some applications and will seek to add a complete range of green energy products with direct, online and TV direct response sales.
E World will launch its online store at www.eworldstore.tv in conjunction with its planned ‘Green TV’ television show which will showcase developments in green energy for both business and residential energy consumers.
RESULTS OF OPERATIONS
SIX MONTH PERIOD ENDED JUNE 30, 2011 COMPARED TO SIX MONTH PERIOD ENDED JUNE 30, 2010
Revenues for the six month period ended June 30, 2011were $28 compared to $0 for the six month period ended June 30, 2010.
Total operating expense for the six month period ended June 30, 2011 increased by $62,479 from $54,304 for the three months ended June 30, 2010 to $116,783 for the same period in 2011. The increase was primarily due to an increase in professional fees and operational activity.
Interest expense for the six months ended June 30, 2011 increased by $3,000 from $3,000 for the six months ended June 30, 2010 to $6,000 for the same period in 2011. The interest arose from an 8% convertible note held by Media & Technology with Blue Atelier, Inc., the majority shareholder of E World, issued in connection with the purchase of intangible assets. The note matures on September 30, 2011 with interest due on maturity.
Due to the factors described above, the Company's net loss increased by $65,450 from net loss of $57,304 for the six months ended June 30, 2010 to a net loss of $122,754 for the same period in 2011.
THREE MONTH PERIOD ENDED JUNE 30, 2011 COMPARED TO THREE MONTH PERIOD ENDED JUNE 30, 2010
Revenues for the three month period ended June 30, 2011were $28 compared to $0 for the three month period ended June 30, 2010.
Total operating expense for the three month period ended June 30, 2011 increased by $17,948 from $42,405 for the three months ended June 30, 2010 to $60,353 for the same period in 2011. The increase was primarily due to an increase in professional fees and operational activity.
Interest expense for the three months ended June 30, 2011 was $3,000, the same as for the three months ended June 30, 2010. The interest arose from an 8% convertible note held by Media & Technology with Blue Atelier, Inc., the majority shareholder of E World, issued in connection with the purchase of intangible assets. The note matures on September 30, 2011 with interest due on maturity.
Due to the factors described above, the Company's net loss increased by $17,920 from net loss of $45,405 for the three months ended June 30, 2010 to a net loss of $63,325 for the same period in 2011.
10
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated interim financial statements have been prepared, assuming that the Company will continue as a going concern. The Company incurred a net loss of $122,754, used cash flow from operations of $50,316 for the six months ended June 30, 2011, had a working capital deficiency of $575,670, an accumulated deficit of $4,514,336 along with an accumulated deficit of $276,614 during development stage for the period from April 1, 2010 to June 30, 2011. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Cash totaled $8 on June 30, 2011 compared to $721 as of December 31, 2010.
During the six months ended June 30, 2011, net cash used by operating activities totaled $50,316, compared to net cash used by operating activities of $9,554 for the comparable six month period in 2010. Net cash provided by investing activities for the six months ended June 30, 2011 totaled $0 compared to $501 for the comparable six month period in 2010. Net cash provided by financing activities for the six months ended June 30, 2011 totaled $49,603 compared to $10,000 for the comparable six month period in 2010.
The above cash flow activities yielded a net cash decrease of $713 during the six months ended June 30, 2011 compared to an increase of $947 during the comparable prior year period.
GOING CONCERN
The consolidated interim financial statements have been prepared assuming that we will continue as a going concern. The Company had minimal 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 consolidated interim 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.
Not Applicable
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2011. This evaluation was carried out under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer, Gerry Shirren. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of June 30, 2011, our disclosure controls and procedures were effective.
Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ deficit and cash flows for the periods presented.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are limited in their effect by the limitation of the numbers of staff available to allow for the desirable level of division of responsibilities and oversight of the controls and procedures.
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Inherent Limitations on the Effectiveness of Controls
A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Controls
Our management, with the participation of our Principal Executive Officer/Principal Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the six month period ended June 30, 2011. Based on that evaluation, our Principal Executive Officer/Principal Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the six months ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
None, for the six month period ending June 30, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There was no registered or any other sale of equity securities during the six month period ended June 30, 2011.
Item 3. Defaults upon Senior Securities
None, for the six month period ending June 30, 2011.
Item 4. Submission of matters to a Vote of Security Holders
None, for the six month period ending June 30, 2011.
Item 5. Other Information
None
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E World Interactive, Inc. includes by reference the following exhibits:
3.1
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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.
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3.2
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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.
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3.3
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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.
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3.4
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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.
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3.5
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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.
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3.6
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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.
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3.7
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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 April 5, 2011.
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10.1
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Stock purchase agreement - Between E World Interactive, Inc. and Blue Atelier, Inc. March 30, 2009 and filed as exhibit 10.1 with the registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on April 03, 2009.
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10.2
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Purchase Agreement - between E Wold Interactive Inc. and the shareholders of Media and Technology Solutions, Inc. for the purchase of 100% of the outstanding stock of Media and Technology.
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31.1 |
Certification of Principal Executive Officer and Principal Financial Officer Rule 13a-14(a) or 15d-14(a).
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32.1 | Certifications of Principal Executive Officer and Principal Financial Officer(18 U.S.C. Section 1350) |
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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: August 15, 2011
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By:
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/s/ Gerry Shirren, President | |
Gerry Shirren, President | |||
Principal Executive Officer | |||
Principal Financial Officer |
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