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

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June 26, 2014

CIRQUE ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: 888-963-2622

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Telephone: (212) 930-9700

Attn.: Marc J. Ross, Esq.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

During the year ended December 31, 2012, the Company issued convertible promissory notes (“Notes”) as described in Note 9 of the Notes to the Financial Statements on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2013.

The Notes were originally accounted for in accordance with ASC 480, Liabilities — Distinguishing Liabilities from Equity. On April 8, 2014, the Company’s current auditor, Silberstein Ungar, PLLC (“Silberstein”) informed the Company, and the Company’s board of directors (the “Board”) subsequently determined, that is not appropriate to account for the Notes under ASC 480 as the monetary value is not predominately based on one of three factors in ASC 480-10-25-14 due to the underlying volatility of the Company stock and the conversion formula of the Notes and that the conversion feature of the Notes should instead be accounted for in accordance with ASC 815, Derivatives and Hedging.

The application of ASC 815 results in the recognition of a derivative liability for the conversion feature embedded in the Notes. The net impact of correcting the errors resulted in an increase in total liabilities of $38,627, an increase in accumulated deficit during the development stage of $38,627 and an increase in net loss of $38,627.

As a result, the Board concluded that the Company’s financial statements previously filed with the SEC should no longer be relied upon. The Company restated its consolidated financial statements for the years ended December 31, 2012 to correct these errors in the accounting for the Notes. The Company’s predecessor auditors, De Joya Griffith, LLC, declined to issue an opinion on the restated consolidated financial statements.

In order to provide financial statements that can be relied upon, on June 20, 2014 the Board has engaged the successor auditors, Silberstein to re-audit the December 31, 2012 financial statements. Silberstein had been previously engaged to audit the December 31, 2013 financial statements.

The Company has furnished to Silberstein the statements made in this Current Report on Form 8-K. Attached as Exhibit 16.1 hereto is Silberstein’s letter to the SEC, dated January 25, 2014, regarding these statements.

(d) Exhibits.

The following exhibits are furnished herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.