U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2015

Commission File No. 000-52438

Cirque Energy, Inc.

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

Florida		65-0855736
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

414 West Wackerly Street, Midland, MI 48640-4701

(Address of Principal Executive Offices)

PO Box 214981, Auburn Hills, MI 48321-4981

(Mailing Address)

989-266-9100

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No [X ]

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). Yes [ X] No [X ]

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 [ ]	Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

There were ~~343~~342,~~180~~719,~~157~~443 shares of common stock outstanding as of ~~December~~January 186, ~~2015~~2016.

Documents incorporated by reference: None

TABLE OF CONTENTS

		Page
~~PART I – FINANCIAL INFORMATION~~	PART I – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2632
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3036
Item 4.	Controls and Procedures.	3036
~~PART II – OTHER INFORMATION~~	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3238
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3238
Item 3.	Defaults upon Senior Securities.	3238
Item 4.	Mine Safety Disclosures.	3238
Item 5.	Other Information.	3238
Item 6.	Exhibits	3238
SIGNATURES		3339

FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Form 10-Q is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to confirm these statements to actual results, unless required by law.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Cirque Energy, Inc.

Condensed Consolidated Balance Sheets

	June 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2014
	Unaudited
Assets
Current assets
Cash	$	~~5,308~~848		$	-
Total current assets		~~5,308~~848			-
Land		-			-
Equipment, net		1,~~625~~434			4,148
Total Assets	$	62,~~933~~282		$	4,148
Liabilities and Stockholders’ Deficit
Current liabilities
Bank overdraft	$	-		$	15
Accounts and other payables		~~609~~738,~~391~~664			547,160
Accounts and other payables - related party		9,043			8,029
Accrued salaries and wages - related party		~~448~~547,~~962~~402			457,006
Accrued interest		~~191~~240,~~422~~798			131,838
Notes payable		364,673			361,673
Convertible notes - (net of $146,950 and $152,101 unamortized discount)		964,933			1,034,502
Convertible notes - (net of $154,708 and $152,101 unamortized discount)		918,288			1,034,502
Derivative liability		~~928~~1,~~979~~701,325			1,246,748
Total current liabilities		34,~~517~~520,~~403~~193			3,786,971
Total Liabilities		34,~~517~~520,~~403~~193			3,786,971
Stockholders’ Deficit
Preferred stock, $.001 par value, 20,000,000 shares authorized at June 30, 2015 and December 31, 2014.
Preferred stock, $.001 par value, 20,000,000 shares authorized at September 30, 2015 and December 31, 2014.
Class A Preferred stock, $10.00 stated value, 13,420 shares issued and outstanding at June 30, 2015 and December 31, 2014.		134,200			134,200
Class A Preferred stock, $10 stated value, 13,420 shares issued and outstanding at September 30, 2015 and December 31, 2014.		134,200			134,200
Class B Preferred stock, $10.00 stated value, 99,997 and 38,193 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively.		999,910			381,930
Class B Preferred stock, $10 stated value, 99,997 and 38,193 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively.		999,910			381,930
Class C Preferred stock, $10.00 stated value, 24,340 shares issued and outstanding at June 30, 2015 and December 31, 2014.		204,850			204,850
Class C Preferred stock, $10 stated value, 24,340 shares issued and outstanding at September 30, 2015 and December 31, 2014.		204,850			204,850
Class D Preferred stock, $10.00 stated value, 12,500 and 0 shares designated, issued and outstanding at June 30, 2015 and December 31, 2014, respectively.		125,000			-
Class D Preferred stock, $10 stated value, 12,500 and 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively.		125,000			-
Common stock, par value $0.001, 900,000,000 shares authorized, 300,241,514 and 192,532,405 shares outstanding at June 30, 2015 and December 31, 2014, respectively		300,241			192,532
Common stock, par value $0.001, 900,000,000 shares authorized, 343,180,130 and 192,532,405 shares outstanding at September 30, 2015 and December 31, 2014, respectively		343,180			192,532
Additional paid-in capital		10,~~080~~268,~~960~~073			9,592,543
Preferred stock dividends payable		57,~~000~~500			-
Stock payable		424,825			421,825
Stock payable-related party		409,375			395,000
Stock payable-related Party		486,875			395,000
Accumulated deficit		(1617,~~194~~512,~~831~~324	)		(15,105,703	)
Total Stockholders’ Deficit		(34,~~510~~517,~~470~~911	)		(3,782,823	)
Total Liabilities and Stockholders’ Deficit	$	62,~~933~~282		$	4,148

The accompanying notes are an integral part of these consolidated financial statements.

Cirque Energy, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the quarter ended June 30,						For the six months ended June 30,
	For the quarter ended September 30,						For the nine months ended September 30,
	2015			2014			2015			2014
Sales	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Bank service charges		~~1,400~~712			1,~~157~~105			23,~~866~~578			23,~~483~~589
Development projects		~~511~~135			2812,~~598~~534			~~837~~972			6679,~~680~~214
Office and miscellaneous		2217,~~809~~078			139,~~306~~336			2946,~~577~~648			2246,~~870~~292
Executive and directors’ compensation		~~238~~198,~~793~~746			~~209~~282,~~033~~204			~~507~~706,~~611~~357			~~434~~717,~~870~~073
Professional fees		91138,~~811~~831			7030,~~690~~794			~~194~~333,~~238~~069			~~142~~159,~~997~~703
Investor relations		63,~~005~~995			41,~~463~~429			1115,~~349~~344			9698,~~597~~026
Travel		214,~~930~~820			155,~~251~~311			3741,~~041~~868			3237,~~355~~666
Forfeiture of deposit on landfill		-			-			-			-
Property taxes		-			~~14,960~~			-			14,960
Other financing costs		-			~~253,500~~			-			346,250
Total operating expense		~~383~~364,~~259~~317			~~610~~342,~~958~~713			~~783~~1,~~519~~147,836			1,~~160~~502,~~062~~773
Operating loss		(~~383~~364,~~259~~317	)		(~~610~~342,~~958~~713	)		(~~783~~1,~~519~~147,836	)		(1,~~160~~502,~~062~~773	)
Other income (expense)		-			-			-			-
Gain on sale of assets		-			~~2,078~~-			-			2,078
Amortization of debt discount		(9843,~~029~~742	)		(~~223~~193,~~827~~734	)		(~~219~~262,~~105~~847	)		(~~541~~735,~~408~~142	)
Derivative expense		(6862,~~785~~316	)		~~(110,972~~-	)		(72135,~~899~~215	)		(191,921	)
Gain (loss) on settlement of debt		-			~~21,000~~-			-			(171,564	)
Loss on settlement of promissory convertible notes		(~~332~~137,~~199~~203	)		~~(83,376~~-	)		(~~488~~625,~~413~~616	)		(324,082	)
Gain (loss) on derivative liability		(75653,~~314~~623	)		~~(83~~53,~~192~~118	)		~~599~~(53,~~715~~908	)		~~677~~730,~~082~~200
Interest expense		(~~142~~53,~~546~~792	)		(~~258~~124,~~087~~837	)		(~~119~~173,~~907~~699	)		(~~267~~392,~~774~~611	)
Total other income (expense)		(~~716~~950,~~873~~676	)		(~~736~~265,~~376~~453	)		(~~300~~1,~~609~~251,285	)		(~~817~~1,~~589~~083,042	)
Net loss	$	(1,~~100~~314,~~132~~993	)	$	(1608,~~347,334~~166	)	$	(12,~~084~~399,~~128~~121	)	$	(12,~~977~~585,~~651~~815	)
Net loss per common share	$	(0.004	)	$	(0.~~007~~003	)	$	(0.~~006~~012	)	$	(0.~~011~~014	)
Weighted average common shares outstanding		~~249~~337,~~898~~351,~~528~~637			~~186~~194,~~781~~474,~~386~~851			~~193~~195,~~250~~746,~~352~~809			~~178~~180,~~502~~494,~~729~~661

The accompanying notes are an integral part of these consolidated financial statements.

Cirque Energy, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the six months ended June 30,
	For the nine months ended September 30,
	2015			2014
Operating Activities
Cash flows from operating activities
Net loss	$	(12,~~084~~399,~~128~~121	)	$	(12,~~977~~585,~~651~~815	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~521~~712			~~547~~878
Salary costs-options		58,~~888~~833			-2,944
Addition to convertible promissory notes for default		22,405			211,722
Amortization of debt discount		~~219~~262,~~105~~847			~~541~~735,~~408~~142
Issuance of common stock for services		-			339,500
Issuance of common stock for executive and director compensation		~~209~~286,~~375~~875			-158,692
Issuance of preferred stock for executive and director compensation		167,792			-
Loss on settlement of debt		-			171,564
Loss on settlement of convertible promissory notes		(488,413	)		324,082
Gain (loss) on settlement of convertible promissory notes		(625,616	)		324,082
Derivative expense		72135,~~899~~215			191,921
Gain on derivatives		(604,622	)		(677,082	)
Loss (gain) on derivatives		53,908			(730,200	)
Gain on sale of land		-			(2,078	)
Conversion of convertible notes payable		1,~~017~~333,~~714~~970
Changes in operating assets and liabilities
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		62191,~~231~~504			~~215~~128,~~374~~512
Accrued interest		62,584			-
Accrued Interest		72,627			-
Accrued salaries and wages		(890,~~044~~396	)		~~(33~~32,~~883~~915	)
Accounts payable-related parties		14			-
Cash used in operating activities		(~~344~~397,~~679~~639	)		(~~694~~1,~~576~~020,221	)
Investing activities
Investing Activities
Proceeds from sales of land		-			5,000
Proceeds from sale of furniture		2,002			-
Purchase of equipment		-			(4,581	)
Cash used in investing activities		2,002			419
Financing activities
Financing Activities
Payment of bank overdraft		(15	)		-
Stock payable		195,000			~~267~~508,~~500~~625
Proceeds from issuance of preferred stock		125,000			-
Preferred stock issued to pay stock payable		(195,000	)		-
Proceeds from convertible promissory notes		~~219~~267,~~000~~500			~~425~~500,188
Proceeds from promissory notes		3,000			75,000
Proceeds from related party		1,000			2,900
Payoff of convertible promissory notes		-			(7275,531	)
Cash provided by financing activities		~~347~~396,~~985~~485			~~698~~1,~~057~~011,182
Increase in cash		~~5,308~~848			3(8,~~900~~620	)
Cash, beginning of period		-			8,841
Cash, end of period	$	~~5,308~~848		$	~~12,741~~221
Supplemental Disclosures of Cash Flow Information
Supplemental disclosures of cash flow information:
Cash paid during the period for
Cash paid during the period for:
Interest	$	-		$	-
Income tax	$	-		$	-
Non-cash investing and financing activities
Non-cash investing and financing activities:
Shares issued for settlement of convertible notes payable	$	1,~~017~~333,~~714~~970		$	529,893
Preferred Class B shares issued to settle stock payable	$	195,000		$	381,930
Preferred Class B shares issued to settle accrued payroll	$	167,792		$	-
Preferred Class C shares issued to settle stock payable	$	-		$	204,850
Convertible notes issued to settle notes payable	$	-		$	128,500

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Financial Statements

Note 1 – Nature of Operations

The Company was incorporated in Florida on July 16, 1998 under the name of Salty’s Warehouse, Inc. and was engaged in selling name brand consumer products over the Internet. The Company focused on selling consumer electronics and audio-video equipment such as speakers, amplifiers, and tuners, though the Company also sold assorted other goods such as watches, sunglasses and sports games. On December 11, 2006, owners of an aggregate of 22,450,000 shares of common stock of Salty’s Warehouse, Inc. sold all of the shares held by them to a group of approximately 54 purchasers in a private transaction. As a result of this transaction, a change of control in the Company occurred resulting in a change in the name of the Company to E World Interactive, Inc. (the “Company” or “E World”). At that time, E World was principally engaged in the selling of online game services and media production business in mainland China.

Having operated in this sector for some time, the Company then disposed of its subsidiaries Shanghai E World China Information Technologies Co., Ltd (“E World China”) and Mojo Media Works Limited in August 2008, and following this ceased all business in online game and media production business and became a shell company.

In March of 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc. (“Blue Atelier”) whereby Blue Atelier acquired 25,000,000 newly authorized and issued common stock of E World after E World executed a 1 for 40 reverse split of the issued and outstanding common stock and also entered into a series of agreements with various holders of Convertible Notes to convert these notes plus accumulated interest to E World Common Stock in the aggregate to 6,872,830 shares of common stock. As a result of this transaction, a change of control in the Company occurred in E World with Blue Atelier then owning 75% of the outstanding common stock of E World.

In May 2010, the Company acquired 100% of the outstanding common stock of Media and Technology Solutions, Inc. (“MTS”), a Nevada corporation with a variety of media and related interests and rights and emerged from shell status. The consideration for the purchase of MTS was 10,000,000 shares of E World common stock. Blue Atelier, the principal shareholder of MTS, was also the largest shareholder in E World. Following this acquisition, E World moved its principal office to Las Vegas, Nevada. The acquisition of MTS was accounted for in a manner similar to a pooling of interests in accordance with accounting principles generally accepted in the United States because the entities were under common control.

On September 17, 2011, E World entered into a letter of intent with Green Renewable Energy Solutions, Inc. (“GRES”), the purpose of which was to acquire the assets of GRES which included certain contracts for the acceptance, processing and disposal of construction and demolition waste and as part of this agreement, E World changed its name to Green Energy Renewable Solutions (“GERS”), effective December 12, 2011. On January 26, 2012, GERS completed a 1-for-5 reverse split and on February 4, 2012 E World, including its subsidiary, MTS, was spun out as a separate private company by way of a special share dividend with one E World share issued for every share held on the date of the approval of the reverse split. FINRA approved the name change and the reverse split on January 26, 2012.

On February 4, 2012 GRES executed an asset purchase agreement (the “Purchase Agreement”) with GERS. Under the terms of the Purchase Agreement, GERS acquired all of the assets of GRES for 6,209,334 shares of its common stock and a further 4,604,666 common shares of deferred consideration.

GERS is focused on the acquisition of waste streams and maximizing its value utilizing recycling, renewable energy production, and environmentally responsible disposal strategies. On June 27, 2012, the Company approved a 1-for-1 stock dividend for shares held on June 29, 2012 and the dividend shares were issued following FINRA approval on July 27, 2012.

On April 29, 2013, the Company formed Green Harvest Landfill, LLC as a Delaware limited liability company to be a wholly owned subsidiary for the sole purpose of acquiring the Davison Landfill. An offer was made and accepted by the bankruptcy trustee who was in possession of the Davison Landfill. Subsequently, the transaction did not close and the Green Harvest Landfill, LLC lies dormant.

On May 15, 2013 GERS entered into a contribution agreement with Cirque Energy II, LLC (“Cirque LLC”) whereby Cirque LLC would contribute all of its assets in exchange for common stock in the Company. Included in Cirque LLC’s assets were three subsidiary limited liability companies: The Prototype Company, LLC; Gaylord Power Station, LLC; and Midland Renewable Energy Station, LLC. This contribution agreement has not yet been consummated.

In July 2013, GERS effectuated a name change to Cirque Energy, Inc. (the “Company” or “Cirque”) by amending its articles of incorporation. FINRA approval of the name change and change in trading symbol continues to be pending.

Cirque’s key area of business is focused on the securing of waste streams, including but not limited to: construction, demolition, and municipal solid waste streams and maximizing their values by recycling and waste to energy opportunities.

On November 14, 2013, Cirque and Northrop Grumman Systems Corporation entered into a Joint Development Agreement to continue the technology development of a Deployable Gasification Unit (DGU) and towards this end, to develop a DGU prototype for testing and demonstration. In consideration for Cirque to fund and develop a test unit, Northrop Grumman wished to permit its intellectual property to be used by Cirque and, provided a prototype is a success and the device is deemed viable, a division of responsibilities, obligations and customer sales privileges will be outlined in a mutually drafted and agreed to Business and Marketing Plan that will further define the intent of this Joint Development Agreement.

On March 1, 2015, Cirque changed its head office to 414 West Wackerly Street, Midland, Michigan 48640 from 645 Griswold Street, Suite 3274, Detroit, Michigan 48226.

Note 2 – Condensed Financial Statements

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows on ~~June~~September 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements as reported in its Report on Form 10-K. The results of operations of the ~~six~~nine months ended ~~June~~September 30, 2015 are not necessarily indicative of the operating results for the full year ending December 31, 2015.

Note 3 -– Summary of Significant Accounting Policies

a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted 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) Principles of Consolidation The consolidated financial statements include the accounts of Cirque and its wholly owned subsidiaries. On July 27, 2011 the Company acquired E World, which in turn had acquired 100% of the outstanding stock of MTS on May 24, 2010. On the date of the acquisition, MTS was 95% owned by Blue Atelier, the majority shareholder of the Company and the acquisition was accounted by means of a type of pooling of the entities from the date of inception of MTS on February 1, 2010 because the entities were under common control. All significant inter-company transactions and balances have been eliminated. Ownership of MTS was transferred to E World, a transaction which had no effect on the consolidated financial statements at December 31, 2011. On February 4, 2012, E World was spun off. On April 29, 2013, the Company formed Green Harvest Landfill, LLC as a Delaware limited liability company to be a wholly owned subsidiary for the sole purpose of acquiring the Davison Landfill. All significant inter-company transactions and balances have been eliminated. c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities 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 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 footnotes thereto. Actual results could differ from those estimates. 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 acquire new companies with profitable operations; the company’s ability to generate revenue and positive cash flow; advances and trends in new technologies and industry standards; competition from other competitors; regulatory 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.

	a)	Basis of Presentation

		The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted 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)	Principles of Consolidation

		The consolidated financial statements include the accounts of Cirque and its wholly owned subsidiaries. On July 27, 2011 the Company acquired E World, which in turn had acquired 100% of the outstanding stock of MTS on May 24, 2010. On the date of the acquisition, MTS was 95% owned by Blue Atelier, the majority shareholder of the Company and the acquisition was accounted by means of a type of pooling of the entities from the date of inception of MTS on February 1, 2010 because the entities were under common control. All significant inter-company transactions and balances have been eliminated. Ownership of MTS was transferred to E World, a transaction which had no effect on the consolidated financial statements at December 31, 2011. On February 4, 2012, E World was spun off. On April 29, 2013, the Company formed Green Harvest Landfill, LLC as a Delaware limited liability company to be a wholly owned subsidiary for the sole purpose of acquiring the Davison Landfill. All significant inter-company transactions and balances have been eliminated.

fc) ~~Impairment~~Cash ~~of Long-Lived Assets~~ and ~~Intangible~~Cash ~~Assets~~Equivalents ~~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~~considers ~~the~~all ~~recoverability~~highly ofliquid ~~the~~instruments ~~long-lived assets and intangible assets (other than goodwill) by comparing the carrying amount to the estimated future undiscounted cash flow associated~~ with ~~the~~maturities ~~related assets. The Company recognizes impairment~~ of ~~long-lived~~three ~~assets~~months ~~and~~or ~~intangible~~less ~~assets~~at in the ~~event~~time ~~that the net book value~~ of ~~such~~issuance ~~assets~~to ~~exceeds~~be ~~the estimated future undiscounted~~ cash ~~flow attributed to such assets~~equivalents. ~~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. g~~d) ~~Leases~~Use ~~Leases for which substantially all~~ of ~~the~~Estimates ~~risks and rewards of ownership of assets remain with the leasing company are accounted for as operating leases. h) Taxation~~ The ~~Company~~preparation ~~accounts for income taxes under the provisions~~ of the ~~Financial~~financial ~~Accounting~~statements ~~Standards~~in ~~Board’s~~conformity ~~(FASB’s”)~~with ~~Accounting~~generally ~~Standards~~accepted ~~Codification~~accounting ~~(“ASC”)~~principles ~~740,~~requires ~~“Income~~management ~~Taxes.”~~to ~~Under~~make ~~ASC 740~~estimates, ~~income~~judgments ~~taxes are accounted for under the asset~~ and ~~liability~~assumptions ~~method.~~that ~~Deferred~~affect ~~taxes are determined based upon differences between~~ the ~~financial~~reported ~~reporting~~amounts ~~and tax bases~~ of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that such deferred tax assets will not be realized. The total income tax provision includes current tax expenses under applicable tax regulations and ~~the~~disclosure ~~change in the balance~~ of ~~deferred~~contingent ~~tax~~ assets and liabilities. ~~The~~at ~~Company follows~~ the ~~accounting~~date ~~guidance~~of ~~which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that~~ the ~~position~~consolidated ~~will~~financial bestatements ~~sustained~~and ~~upon~~footnotes ~~examination, including resolutions of any related appeals or litigation processes, based on technical merits~~thereto. ~~Income~~Actual ~~tax~~results ~~provisions~~could ~~must~~differ ~~meet~~from athose ~~more likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods~~estimates. ie) ~~Basic~~Significant Risks and ~~Diluted~~Uncertainties ~~Net Earnings (Loss) Per Share~~ The Company’s ~~computes~~management ~~net~~believes ~~income~~that ~~(loss)~~changes ~~per share~~ in ~~accordance~~any ~~with ASC 205-10, which requires presentation~~ of ~~both basic and diluted earnings per share (“EPS”) on~~ the ~~face~~following ofareas ~~the~~could ~~income~~have ~~statement.~~a ~~Basic~~material ~~EPS~~adverse ~~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 toon ~~all potentially dilutive common shares outstanding during~~ the ~~period.~~Company’s Infuture ~~computing~~financial ~~diluted EPS~~position, ~~the~~results ~~average stock price for the period is used in determining the number~~ of ~~shares~~operations ~~assumed to be purchased from the exercise of stock options~~ or ~~warrants.~~cash ~~Diluted~~flows: ~~EPS excludes all potentially dilutive shares if their effect is anti-dilutive and is not presented in~~ the ~~accompanying~~Company’s ~~statements.~~limited j)operating ~~Fair~~history; ~~value of Financial Instruments The carrying value of~~ the Company’s ~~financial~~ability ~~instruments, including cash, amounts due~~ to ~~shareholders/related~~acquire ~~parties~~new ~~and~~companies ~~accounts~~with ~~and~~profitable ~~other~~operations; ~~payables approximate their respective fair values due to~~ the ~~immediate or short-term maturity of these instruments. It is management~~company’s ~~opinion~~ability ~~that the Company is not exposed~~ to ~~significant~~generate ~~interest,~~revenue ~~price~~and orpositive credit risks arising from these financial instruments. k) Concentration of Credit Risk Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. ~~The~~flow; ~~Company~~advances places its cash with financial institutions with high-credit ratings. l) Stock-Based Compensation The Company has adopted FASB ASC Topic 718-10, “Compensation - Stock Compensation” (“ASC 718-10”) which requires the measurement and ~~recognition~~trends ofin ~~compensation~~new ~~expense~~technologies ~~for all stock-based payment awards made to employees~~ and ~~directors.~~industry ~~Under~~standards; ~~the~~competition ~~fair~~from ~~value~~other ~~recognition~~competitors; ~~provisions~~regulatory ofrelated ~~ASC~~factors; ~~718-10,~~risks ~~stock-based~~associated ~~compensation~~with ~~cost is measured at~~ the ~~grant~~Company’s ~~date~~ability ~~based~~to onattract ~~the fair value of the award~~ and isretain ~~recognized as expense over the vesting period. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than~~ employees innecessary ~~accordance~~to ~~with~~support ~~FASB~~its ~~ASC~~growth; ~~718-10~~ and ~~the~~risks ~~conclusions~~associated ~~reached~~with by the ~~FASB~~Company’s ~~ASC~~growth ~~505-50~~strategies. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

	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.

	g)	Leases

		Leases for which substantially all of the risks and rewards of ownership of assets remain with the leasing company are accounted for as operating leases.

	h)	Taxation

		The Company accounts for income taxes under the provisions of the Financial Accounting Standards Board’s (FASB’s”) Accounting Standards Codification (“ASC”) 740, “Income Taxes.” Under ASC 740, income taxes are accounted for under the asset and liability method. Deferred taxes are determined based upon differences between the financial reporting and tax bases of assets and liabilities at currently enacted statutory tax rates for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that such deferred tax assets will not be realized. The total income tax provision includes current tax expenses under applicable tax regulations and the change in the balance of deferred tax assets and liabilities. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits. Income tax provisions must meet a more likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods.

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

		The Company computes net income (loss) per share in accordance with 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 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.

	j)	Fair value of Financial Instruments

		The carrying value of the Company’s financial instruments, including cash, amounts due to shareholders/related parties and accounts and other payables approximate their respective 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.

	k)	Concentration of Credit Risk

		Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings.

	l)	Stock-Based Compensation

		The Company has adopted FASB ASC Topic 718-10, “Compensation - Stock Compensation” (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of ASC 718-10, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period.

		The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

	m)	Recent Accounting Pronouncements

		In June 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities.” The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

Note 4 – Going Concern

Our continuation as a going concern is dependent upon obtaining additional working capital to sustain our current status. As shown in the accompanying financial statements, the Company had an accumulated deficit of $1617,~~194~~512,~~831~~324 at ~~June~~September 30, 2015. ~~At present, Management does not have any pending, realistic, or even plausible plans to obtain additional financing from any source.~~ The Company is ~~essentially~~ insolvent. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 5 – Related Party Transactions

The Company records transactions of commercial substance with related parties at fair value as determined with management. Amounts due to shareholders/related parties are non-interest bearing, unsecured, and due upon demand.

The following is a list of related party balances as of ~~June~~September 30, 2015 and December 31, 2014:

	June 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
Accounts and other payable, due to related parties		9,043		8,029
Accrued salaries and wages - related party		~~448~~547,~~962~~402		457,006
Stock payable - related parties		~~409~~486,~~375~~875		395,000
	$	~~867~~1,~~380~~043,320	$	860,035

Related party transactions during the period include salary and consultancy fees for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 as follows:

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2015		2014
Joe DuRant: CEO, Director (through April 23, 2015)	$	48,046	$	156,791
Joe DuRant: CEO, Director (through April 23, 2015	$	111,094	$	226,570
Roger W. Silverthorn: CFO, Director (effective February 1, 2013 through June 30, 2014); CEO effective April 24, 2015	$	133,044		151,583
Roger Silverthorn: CFO, Director (effective February 1, 2013 through June 30, 2014); CEO effective April 24, 2015		194,672		221,362
Richard L. Fosgitt: Director, EVP Engineering and Technology (effective August 15, 2013)	$	133,044		116,496
Richard L. Fosgitt: Director: EVP Engineering and Technology (effective August 15, 2013)		194,672		221,362
David W. Morgan: CFO (effective July 1, 2014)	$	79,826		-
David Morgan, CFO (effective July 1, 2014)		121,106		30,020
Thomas G. Cote’: Director		10,000		10,000
Thomas Cote’: Director		15,000		15,000
Total	$	~~403~~636,~~960~~544	$	~~434~~714,~~870~~314

The Company has recorded $18110,~~943~~846 and $1285,~~446~~306 in payroll tax liabilities during the ~~six~~nine months ended ~~June~~September 30, 2015 and June 30, 2014, respectively related to payments made to its executives.

1011

As of ~~June~~September 30, 2015, the Company has accrued liabilities to officers and directors for compensation in common stock in the following amounts:

	Accrued Compensation to be issued in Capital Stock		Accrued Board of Director Fee to be issued in Capital Stock		Total		Shares of Common Stock to be issued at ~~June~~September 30, 2015 Market Price
Joe DuRant: CEO, Director	$	101,875	$	25,000	$	126,875		1715,~~869~~286,~~718~~145
Roger W. Silverthorn: CEO, Director	$	45,000	$	5,000	$	50,000		7,042,254
Roger Silverthorn: CFO, Director		76,250		10,000		86,250		10,391,566
Richard L. Fosgitt: EVP, Director	$	56,250	$	25,000	$	81,250		11,443,662
Richard Fosgitt, Director		87,500		30,000		117,500		14,156,627
Thomas G. Cote’: Director		-	$	25,000	$	25,000		3,521,127
Thomas Cote’: Director		-		30,000		30,000		3,614,458
	$	~~203~~265,~~125~~625	$	8095,000	$	~~283~~360,~~125~~625		3943,~~876~~448,~~761~~796

David W. Morgan Employment Agreement

On July 1, 2014, the Company executed an employment agreement with David W. Morgan under which Mr. Morgan agreed to become the Company’s Chief Financial Officer. The agreement expires on July 1, 2016 and provides for Mr. Morgan to receive an annual salary of $150,000. He was also granted options to purchase 1,000,000 shares of the Company’s common stock under this agreement. See Note 9 – Stockholders Equity.

Note 6 – Operating Lease Commitments

On February 1, 2014, the Company entered into a twelve-month lease for office space for its head office at 645 Griswold Street, Suite 3274, Detroit, Michigan 48226. The monthly lease payment was $1,200. The lease expired on February 1, 2015 and the Company vacated the premises.

On March 1, 2015, the Company entered into a twelve-month lease for office space for its head office at 414 W. Wackerly Street, Midland, Michigan 48640. The monthly lease payment is $1,720. The lease expires on March 1, 2016.

Note 7 – Convertible Notes

Asher Enterprises Promissory Note VIII July 10, 2013

On July 10, 2013, the Company issued a Convertible Promissory Note (the “Note”) to Asher Enterprises, Inc. (the “Holder”) in the original principal amount of $32,500 bearing an 8.00% annual interest rate, unsecured and maturing April 8, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 58% of the market price, which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $32,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $68,097 and derivative expense of $35,597 based on the Black Scholes Merton pricing model.

On November 7, 2013, this Note was assigned to Matthew Morris by the Holder.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $16,250 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

As of December 31, 2014, the entire debt discount of $32,500 had been amortized.

The fair value of the derivative liability at ~~June~~September 30, 2015 was $6697,~~366~~103, resulting in a loss on the change in fair value of the ~~derivative~~ derivative of $940,~~645~~382 and $2930,~~410~~737 for the ~~six~~nine and three months ended ~~June~~September 30, respectively. The balance sheets as of ~~June~~ September 30, 2015 and December 31, 2014 reflect accrued interest of $1724,~~917~~580 and $12,650, respectively.

JMJ Financial Promissory Note V September 25, 2013

On September 25, 2013, the Company received cash proceeds of $25,000 with an original issue discount of $4,481 on the fifth tranche of the Convertible Note (“Note”) with JMJ Financial. The Company recorded a debt discount in the amount of $29,481 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $47,618 and derivative expense of $22,618 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $14,741 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

11As of December 31, 2014, the entire debt discount of $29,481 had been amortized. The fair value of the derivative liability at September 30, 2015 was $98,915 resulting in a loss on the change in fair value of the derivative of $90,669 and a loss on the change in fair value of the derivative of $47,904 for the nine and three months ended September 30, 2015 respectively. The balance sheets as of September 30, 2015 and December 31, 2014 reflect accrued interest of $14,671 and $7,615, respectively.

As of December 31, 2014, the entire debt discount of $29,481 had been amortized. The fair value of the derivative liability at June 30, 2015 was $42,728 resulting in a gain on the change in fair value of the derivative of $34,052 and a loss on the change in fair value of the derivative of $8,283 for the six and three months ended June 30, 2015 respectively. The balance sheets as of June 30, 2015 and December 31, 2014 reflect accrued interest of $12,293 and $7,615, respectively.

JMJ Financial Promissory Note VI December 9, 2013

On December 9, 2013, the Company received cash proceeds of $50,000 with an original issue discount of $8,962 on the sixth tranche of the Convertible Note (“Note”) with JMJ Financial. The Company recorded a debt discount in the amount of $58,962 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $434,130 and derivative expense of $384,130 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $29,481 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

As of December 31, 2014, the entire debt discount of $58,962 had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $85198,~~322~~557 resulting in a ~~gain~~loss on the change in fair value of the derivative of $3578,~~046~~189 and a loss on the change in fair value of the derivative of $16113,~~568~~235 for the ~~six~~three and ~~three~~nine months ended ~~June~~September 30, 2015 respectively. The balance sheets as of ~~June~~ September 30, 2015 and December 31, 2014 reflect accrued interest of $2328,~~799~~534 and $14,422, respectively.

LG Capital Funding, LLC Promissory Note IV September 18, 2013

On September 18, 2013, the Company issued a Convertible Promissory Note (the “Note”) to LG Capital Funding, LLC (the “Holder”) in the original principal amount of $26,500 bearing an 8.00% annual interest rate, unsecured and maturing June 27, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $45,285 and derivative expense of $18,785 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $13,250 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

As of December 31, 2014, the entire debt discount of $26,500 had been amortized. During February, 2015, the Holder converted the entire principal balance of $26,500 and the accrued interest of $5,461 into 4,891,260 shares of the Company’s common stock. The Company recorded a loss on the conversion of $38,761, a gain on the derivative liability of $72,142, and gain on settlement of debt of $0 during the three months and the ~~six~~nine months ended ~~June~~September 30, 2015 respectively.

LG Capital Funding, LLC Promissory Note VI November 18, 2013

On November 18, 2013, the Company issued a Convertible Promissory Note (the “Note”) to LG Capital Funding, LLC (the “Holder”) in the original principal amount of $30,000 bearing an 8.00% annual interest rate, unsecured and maturing August 18, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $30,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $77,099 and derivative expense of $47,099 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $15,000 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

As of December 31, 2014, the entire debt discount of $30,000 had been amortized. On February 15, 2015, the Holder transferred the Note to Kodiak Capital Group. The default penalty was extinguished. The fair value of the derivative liability at ~~June~~September 30, ~~2015~~ 2015 was $3962,~~801~~197 resulting in a gain on the change in fair value of the derivative of $4219,~~061~~670 and a ~~gain~~loss on the change in fair ~~value~~ value of the derivative of $1622,~~120~~396 for the ~~six~~nine and three months ended ~~June~~September 30, 2015 respectively. The Company recorded a gain on settlement of debt of $0 and $15,000 during the three months and ~~six~~nine months ended ~~June~~September 30, 2015 respectively. The balance sheets as of ~~June~~ September 30, 2015 and December 31, 2014 reflect accrued interest of $1518,~~807~~907 and $9,708, respectively.

LG Capital Funding, LLC Promissory Note VII November 27, 2013

On November 27, 2013, the Company issued a Convertible Promissory Note (the “Note”) to LG Capital Funding, LLC (the “Holder”) in the original principal amount of $26,500 bearing an 8.00% annual interest rate, unsecured and maturing August 27, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $214,287 and derivative expense of $187,787 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $13,250 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

As of December 31, 2014, the entire debt discount of $26,500 had been amortized. During March, 2015, the Holder converted the entire principal balance of $26,500 and the accrued interest of $4,130 into 8,751,423 shares of the Company’s common stock. The fair value of the derivative liability at ~~June~~September 30, 2015 was $0. The Company recorded a loss on the conversion of $0 and $43,161, a gain on the derivative liability of $0 and $72,462, and gain on settlement of debt of $0 and $13,250 during the three and ~~six~~nine months ended ~~June~~September 30, 2015,.

The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $0 and $3,481, respectively.

LG Capital Funding, LLC Promissory Note IX January 6, 2014

On January 6, 2014, the Company issued a Convertible Promissory Note (the “Note”) to LG Capital Funding, LLC (the “Holder”) in the original principal amount of $52,000 bearing an 8.00% annual interest rate, unsecured and maturing September 30, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $52,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $98,265 and derivative expense of $46,265 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $26,000 to be added to the principal of the Note. This same amount has been expensed as additional interest expense.

As of December 31, 2014, the entire debt discount of $52,000 had been amortized. The fair value of the derivative liability at December 31, ~~2015~~2014 iswas $55,921. On February 15, 2015, the Holder transferred the Note to Kodiak Capital Group. The default penalty was extinguished. The Company recorded a gain on settlement of debt of $0 and $26,000 during the three and ~~six~~nine months ended ~~June~~September 30, 2015 respectively. The fair value of the derivative liability at ~~June~~September 30, 2015 was $68107,~~988~~808 resulting in a gain on the change in fair value of the derivative of $7334,~~201~~381 and a loss on the change in fair value of the derivative of $1338,~~067~~820 for the ~~six~~nine and three months ended ~~June~~ September 30, 2015 respectively. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $1923,~~318~~119 and $11,~~480~~840, respectively.

Matthew Morris Promissory Note I November 8, 2013

On November 8, 2013, the Company issued a Convertible Promissory Note (the “Note”) to Mr. Morris (the “Holder”) in the original principal amount of $46,500 bearing an 8.00% annual interest rate, unsecured and maturing August 8, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price, which means average trading price during the three trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $46,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $62,721 and derivative expense of $16,221 based on the Black Scholes Merton pricing model.

On May 5, 2015, Matthew Morris declared an event of default as the Company failed to timely deliver shares upon notice of conversion. The Company and Morris entered into a forbearance agreement on June 21, 2015 under which the Company agreed to add $62,484 to the principal amount of the Note. On April 9, 2015, the Holder converted $12,600 of principal into 5,000,000 shares of the Company’s common stock. On June 23, 2015, the Holder converted $32,730 of principal into 13,000,000 shares of the Company’s common stock. The Company recorded a loss on the conversion of $97,630. The Note balance as of June 30, 2015 was $64,014. The amount added to the principal was reflected in Interest Expense on the income statements for the three and six months ended June 30, 2015.15

On May 5, 2015, Matthew Morris declared an event of default as the Company failed to timely deliver shares upon notice of conversion. The Company and Morris entered into a forbearance agreement on June 21, 2015 under which the Company agreed to add $62,484 to the principal amount of the Note. On April 9, 2015, the Holder converted $12,600 of principal into 5,000,000 shares of the Company’s common stock. On June 23, 2015, the Holder converted $32,730 of principal into 13,000,000 shares of the Company’s common stock. On July 6, 2015, the Holder converted $24,480 of principal into 12,000,000 shares of the Company’s common stock. The Company recorded a loss on these conversions of $51,120 and $148,750 for the three and nine months ended September 30, 2015. The Note balance as of September 30, 2015 was $39,534. The amount added to the principal was reflected in Interest Expense on the income statements for the nine months ended September 30, 2015.

As of December 31, 2014, the entire debt discount of $46,500 had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $5358,~~270~~994 resulting in a loss on the change in fair value of the derivative of $813,~~143~~867 and a loss on the change in ~~fair~~ fair value of the derivative of $65,~~621~~724 for the ~~six~~nine and three months ended ~~June~~September 30, 2015 respectively. The balance sheets as of ~~June~~ September 30, 2015 and December 31, 2014 reflect accrued interest of $1418,~~286~~943 and $4,260, respectively.

GEL Properties, LLC Promissory Note II January 21, 2014

On January 21, 2014, the Company issued a Convertible Promissory Note (the “Note”) to LG Capital Funding, LLC (the “Holder”) in the original principal amount of $65,000 bearing a 6.00% annual interest rate, unsecured and maturing January 21, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $65,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $86,035 and derivative expense of $21,035 based on the Black Scholes Merton pricing model.

As of December 31, 2014, the entire debt discount of $65,000 had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $2,190 resulting in a gain on the change in fair value of the derivative of $36,693 and a gain on the change in fair value of the derivative of $24,694 for the six and three months ended ~~June~~September 30, 2015 respectively. During February and March, 2015, Holder converted $24,562 in principal into 5,000,000 shares of the Company’s common stock. During the three months ~~ended~~ ~~June~~ended September 30, 2015, Holder converted $34,521 in principal and $4,797 in accrued interest into 1,824,320 shares of the Company’s common stock. The Company recorded a loss on conversion of 29,442 and $47,878 for the three and six months ended ~~June~~September 30, 2015, respectively. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $1516,~~034~~190 and $14,745, respectively, while principal of $2.,667 and $65,000 is reflected in Convertible Notes on the balance sheet as of ~~June~~ September 30, 2015 and December 31, 2014, respectively.

Typenex Co-Investment, LLC Promissory Note I February 13, 2014

On February 13, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Typenex Co-Investment, LLC (the “Holder”) in the initial principal amount of $150,000 bearing a 10.00% annual interest rate, unsecured and maturing May 13, 2015. The Holder has committed to accept and pay for additional Convertible Promissory Notes in $50,000 tranches up to a total investment of $550,000. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a fixed conversion price of $0.025 per share subject to a reduction if the Company share price falls below the conversion price. The Holder received a warrant to purchase shares of the Company exercisable for a period of 5 years from the closing. The number of warrants will be calculated at 30% of the maturity amount of the tranche’s exercised by the Company.

As of ~~June~~September 30, 2015, the Company had issued 1,500,000 warrants in accordance with the terms of this Note. The exercise price of the warrant is $0.025 per share. The Company recorded a debt discount in the amount of $112,688 for the Note and $51,484 for the warrants in connection with the initial valuation of the derivative liability of the Note and warrants to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $51,484 for the warrants at inception, a derivative liability of $112,688 for the conversion at inception, and derivative expense of $23,770 based on the Black Scholes Merton pricing model.

As of April 15, 2014, the Company had failed to file its annual report with the Securities and Exchange Commission thus creating a default according to the terms of the Note. In accordance to the terms of the Note, the default provision requires a penalty of $83,750 to be added to the principal of the Note. This same amount was expensed in the year ended December 31, 2014 as additional interest expense.

On September 19, 2014, the Company borrowed an additional $25,000 under this Note.

On November 19, 2014, the Company and the Holder entered into a forbearance agreement under which the Holder agreed to forebear from exercising any of its rights under the default provisions of the Note. In exchange, the Note principal was adjusted to $337,500 and the interest rate was set at 10.00% per annum.

As of ~~June~~September 30, 2015, the entire debt discount for the Note and warrants had been amortized. The fair value of the derivative ~~liability~~ liability of the Note and the warrants at ~~June~~September 30, 2015 was $021,703 and $410,~~637~~115, respectively, resulting in a gain on the change in fair value of the derivative liability on the Note of $5433,~~785~~172 and a loss of $2619,933 onfor the Note and a gain on the change in fair value of the derivative liability of $1811,~~255~~388 and a loss of $19,~~953~~ 673 on the warrants for the ~~six~~nine months and three months ended ~~June~~September 30, 2015. The Note and warrants are shown net of a debt discount of $031,818 at ~~June~~September 30, 2015. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $614,~~591~~253 and $3,872, respectively. On March 17, 2015, Holder converted $10,365 of the outstanding principal and $11,535 of the accrued interest into 5,000, 000 shares of the Company’s common stock. The Company recorded a loss on the conversion of $13,600 for the ~~six~~nine months ended ~~June~~September 30, 2015. On April 13, 2015, Holder converted $13,812 of ~~principle~~principal and $2,188 of the accrued interest into 5,000,000 shares of the Company’s common stock. The Company recognized a loss on the conversion of $19,000 for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2015. On June 30, 2015, the Holder converted $24,800 of principal into 10,000,000 shares of the Company’s common stock. The Company recognized a loss of the conversion of $45,200 for the nine months ended September 30, 2015. On July 30, 2015, the Holder converted $20,000 in principal into 8,064,516 shares of the Company’ common stock. The Company recognized a loss on conversion of $14,677 for the three and ~~six~~nine months ended ~~June~~September 30, 2015. On ~~June~~ September 30, 2015 and December 31, 2014, outstanding principal on the Notes totaled $~~313~~268,~~323~~523 and $337,500, respectively.

Union Capital, LLC Promissory Note I April 2, 2014

On April 2, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital, LLC (the “Holder”) in the original principal amount of $100,000 bearing a 9.00% annual interest rate, unsecured and maturing April 2, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 58% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $100,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $148,053 and derivative expense of $48,053 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, the entire debt discount of $100,000 had been amortized. The fair value of the derivative liability at ~~June~~ September 30, 2015 is $4316,~~598~~599 resulting in a gain on the change in fair value of the derivative of $17118,~~065~~046 and $9127,~~047~~000 for the ~~three~~nine and ~~six~~ three months ended ~~June~~ September 30, 2015. The principal balance of the Note of $8,248 and $75,794 is shown net of a debt discount of $0 and $25,206 on the balance sheet at ~~December~~September 3130, ~~2014~~ 2015 and ofDecember $031, ~~on the balance sheet at June 30~~2014, ~~2015~~respectively. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $21,~~641~~196 and $156,~~034~~732, respectively. During February and March, 2015, Holder converted $27,000 of the outstanding principal and $2,296 of accrued interest into 7,518,885 shares of the Company’s common stock. During the fiscal quarter ended June 30, 2015, Holder converted $39,752 in ~~principle~~principal and $4,123 of accrued interest into 14,027,936 shares of the Company’s common stock. During the fiscal quarter ended September 30, 2015, the Holder converted $25,000 of principal and $2,815 in accrued interest into 15,279,425 shares of the Company’s common stock. The Company recorded a loss on the conversion of $~~112~~166,~~003~~305 and $7254,~~925~~302 for the ~~six~~nine months and three months ended ~~June~~September 30, 2015 respectively.

Union Capital, LLC Promissory Note III April 2, 2014

On April 2, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital, LLC (the “Holder”) in the original principal amount of $100,000 bearing a 9.00% annual interest rate, unsecured and maturing April 2, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 58% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $105,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $155,456 and derivative expense of $50,456 based on the Black Scholes Merton pricing model.

In accordance with the terms of the Note, the Holder partially converted the Note on April 3, 2014 into 1,930,005 shares of common stock for principal of $15,000 as disclosed in Note 8 resulting in a loss on settlement of promissory convertible notes of $12,599. As of ~~June~~September 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at ~~June~~ September 30, 2015 was $85222,~~108~~321 resulting in a loss on the change in fair value of the derivative liability of $12137,~~294~~213 and for the three months ended ~~June~~ September 30, 2015 and a ~~gain~~loss on the change in fair value of the derivative liability $4790,~~158~~054 for the ~~six~~nine months ended ~~June~~September 30, 2015. The Note is shown net of a debt discount of $22,685 at December 31, 2014 and $0 on the balance sheet at ~~June~~September 30, 2015. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $911,~~688~~596 and $6,058, respectively. On February 12, 2015, Holder converted $5,000 of the outstanding principal and $387 of accrued interest into 619,209 shares of the Company’s common stock. On August 14, 2015 the Holder converted $1,000 in principal and $122 in accrued interest into 460,714 shares of the Company’s common stock. The Company recorded a loss on ~~the~~these ~~conversion~~ conversions of $5767 and $6,~~449~~216 for the three months and ~~six~~nine months ended ~~June~~September 30, 2015.

Union Capital, LLC Promissory Note II June 30, 2014

On June 30, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital, LLC (the “Holder”) in the original principal amount of $34,188 bearing a 9.00% annual interest rate, unsecured and maturing ~~June~~September 30, 2015. This ~~Note~~ Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s ~~option~~ option at a variable conversion price calculated at 58% of the market price, which means the lowest trading price during the ten ~~trading~~ trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $34,188 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing ~~the~~ the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $46,651 and derivative expense of $12,463 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015 the entire debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $4438,~~745~~165 resulting in a ~~loss~~gain on the change in fair value of the derivative liability of $~~328~~6,580 and a loss on the change in fair value of derivative liability of and $113,~~331~~453 for the three months and ~~six~~nine months ended ~~June~~September 30, 2015 respectively. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $32,~~077~~ 166 and $1,551, respectively. On August 5, the Holder converted $15,000 in principal and $1,479 in accrued interest into 7,133,961 shares of the Company’s common stock. The Company recorded a loss on the conversion of $16,337 for the three months and nine months ended September 30, 2015.

Kodiak Capital Group Note July 31, 2014

On July 31, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Kodiak Capital Group, LLC (the “Holder”) in the original principal amount of $52,500 bearing a 15.00% annual interest rate, unsecured and maturing October 31, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the thirty trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $52,355 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $52,355 based on the Black Scholes Merton pricing model.

The proceeds from this Note were used as follows: $37,500 was used to repay principal on the E World Promissory Note February 2, 2014 and $15,000 was retained by the Holder as a discount.

As of June 30, 2015, the entire debt discount of $52,355 had been amortized. On June 4, 2015, the Holder converted $5,000 in principle into 2,439,025 shares of the Company’s common stock. The Company recognized a loss on conversion of $5,488 for the three and six months ended June 30, 2015. On June 16, 2015, the Holder converted $10,000 in principle into 4,878,049 shares of the Company’s common stock. The Company recognized a loss on conversion of $43,658 for the three and six months ended June 30, 2015. On June 19, 2015, the Holder converted $10,000 in principle into 4,878,049 shares of the Company’s common stock. The Company recognized a loss on conversion of $44,634 for the three and six months ended June 30, 2015. On June 29, 2015, the Holder converted $15,000 in principle into 4,166,667 shares of the Company’s common stock. The Company recognized a loss on conversion of $104,530 for the three and six months ended June 30, 2015.18

~~The fair~~As ~~value~~ of September 30, 2015, the ~~derivative~~entire ~~liability~~debt discount atof $52,355 had been amortized. On June 304, 2015, ~~was~~the Holder converted $165,~~892~~000 in principal into 2,439,025 ~~resulting~~shares inof the Company’s common stock. The Company recognized a ~~gain~~loss on conversion of $5,488 for the ~~change~~nine months ended September 30, 2015. On June 16, 2015, the Holder converted $10,000 in ~~fair~~principal ~~value~~into 4,878,049 shares of the ~~derivative~~Company’s common stock. The Company ofrecognized ~~$39,497~~a ~~and~~loss on conversion of $7843,~~969~~658 for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2015. ~~respectively~~On June 19, 2015, the Holder converted $10,000 in principal into 4,878,049 shares of the Company’s common stock. The ~~balance~~Company ~~sheets~~recognized asa loss on conversion of $44,634 ~~June~~for the nine months ended September 30, 2015. ~~and December~~On 31June 29, ~~2014~~2015, ~~reflect~~the ~~accrued~~Holder ~~interest~~converted of $1015,~~565~~000 ~~and~~in $principal into 4,~~056~~166,667 shares ~~respectively~~of the Company’s common stock. The Company recognized a loss on conversion of $104,530 for the nine months ended September 30, 2015.

The fair value of the derivative liability at September 30, 2015 was $40,379, resulting in a loss on the change in fair value of the derivative of $23,487 and a gain on the change in the fair value of derivative liability of $55,481 for the three and nine months ended September 30, 2015 respectively. The balance sheets as of September 30, 2015 and December 31, 2014 reflect accrued interest of $13,873 and $4,056, respectively.

Blue Atelier Note August 8, 2014

On August 5, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Blue Atelier (the “Holder”) in the original principal amount of $35,000 bearing a 9.00% annual interest rate, unsecured and maturing September 30, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $34,051 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $34,051 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $4788,~~298~~845, resulting in a ~~gain~~loss of $1624,~~609~~938 and a loss of $941,~~705~~546 on the change in fair value of the derivative liability for the ~~six~~ nine and three months ended ~~June~~September 30, 2015. The Note is shown net of unamortized debt discount of $9,705 as of December 31, 2014. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $57,~~738~~679 and $1,920, respectively.

E World Note August 8, 2014

On August 5, 2014, the Company issued a Convertible Promissory Note (the “Note”) to E World (the “Holder”) in the original principal amount of $15,000 bearing a 9.00% annual interest rate, unsecured and maturing September 15, 2014. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $14,593 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $14,593 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $2038,~~271~~076, resulting in a loss on the change in fair value of the derivative liability of $417,~~161~~806 and a ~~gain~~loss of $710,~~118~~ 688 for the three months and ~~six~~nine months ended ~~June~~September 30, 2015 The Note is shown net of unamortized debt discount of $4,159 as of December 31, 2014. The balance sheets as of ~~March~~September 3130, 2015 and December 31, 2014 reflect accrued interest of $34,~~821~~993 and $1,515, respectively.

O’Donnell 1 Note October 31, 2014

On October 31, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Frank O’Donnell (the “Holder”) in the original principal amount of $5,000 bearing a 6.00% annual interest rate, unsecured and maturing January 31, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $2,199 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $2,199 based on the Black Scholes Merton pricing model.

1619

As of ~~March~~September 3130, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $12,~~077~~610, resulting in a ~~gain~~loss on the change in fair value of the derivative liability of $~~250~~1,533 and $~~1,367~~166 for the three months and ~~six~~ nine months ended ~~June~~September 30, 2015. The Note is shown net of unamortized debt discount of $741 as of December 31, 2014. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $~~199~~275 and $50, respectively.

Union Capital, LLC Promissory Note IV June 30, 2014

On December 19, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital, LLC (the “Holder”) in the original principal amount of $20,000 bearing a 9.00% annual interest rate, unsecured and maturing December 19, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the thirty trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $20,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $43,533 and derivative expense of $23,533 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, $1015,~~575~~616 of the debt discount had been amortized. The fair value of the derivative liability at ~~June~~ September 30, 2015 was $2963,~~917~~606 resulting in a loss of $333,~~804~~689 and a ~~gain~~loss of $1320,~~616~~073 on the change in fair value of the derivative liability for the three months and ~~six~~nine months ended ~~June~~September 30, 2015 respectively. The Note is shown net of a debt discount of $94,~~425~~ 384 and $19,342 at ~~June~~September 30, 2015 and December 31, 2014, respectively. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $~~952~~1,405 and $59, respectively.

O’Donnell 2 December 30, 2014

On December 30, 2014, the Company issued a Convertible Promissory Note (the “Note”) to Frank O’Donnell (the “Holder”) in the original principal amount of $2,000 bearing a 6.00% annual interest rate, unsecured and maturing March 31, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $923 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $923 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at ~~March~~September 3130, 2015 was $~~431~~1,044, resulting in a ~~gain~~loss on the change in fair value of the derivative liability of $~~100~~613 and $~~547~~66 for the three and nine ~~six~~ months ended ~~June~~September 30, 2015 respectively. The Note is shown net of unamortized debt discount of $913 as of December 31, 2014. The balance sheets as of ~~June~~September 30, 2015 and December 31, 2014 reflect accrued interest of $6090 and $1, respectively.

JMJ 8 March 31, 2015

On March 31, 2015, the Company issued a Convertible Promissory Note (the “Note”) to JMJ Financial (the “Holder”) in the original principal amount of $30,000 bearing a 8.00% annual interest rate, unsecured and maturing ~~June~~September 30, 2015. This ~~Note~~ Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s ~~option~~ option at a variable conversion price calculated at 60% of the market price, which means the lowest trading price during the twenty-five trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $30,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $24,234 based on the Black Scholes Merton pricing model.

As of June 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at June 30, 2015 was $28,139, resulting in a loss of $3,905 on the change in fair value of the derivative liability for the three and six months ended June 30, 2015. The Note is shown net of unamortized debt discount of $30,000 as of March 31, 2015. The balance sheet as of June 30 reflects accrued interest of $529.20

As of September 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $63,831, resulting in a loss of $35,692 and $63,381 on the change in fair value of the derivative liability for the three and nine months ended September 30, 2015. The balance sheet as of September 30, 2015 reflects accrued interest of $1,063.

Union 5 April 2, 2015

On April 2, 2015, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital LLC (the “Holder”) in the original principal amount of $26,500 bearing a 9.00% annual interest rate, unsecured and maturing April 2, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $43,229 based on the Black Scholes Merton pricing model.

17As of September 30, 2015, $12,299 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $53,617, The Company recognized Derivative Expense of $16,729 in the nine months ended September 30, 2015 and a loss on fair value of derivative liability of $9,655 and $52,884 for the three and nine months ended September 30, 2015. The Note is shown net of unamortized debt discount of $14,201 as of September 30, 2015. The balance sheet as of September 30, 2015 reflects accrued interest of $1,183.

As of June 30, 2015, $6,047 of the debt discount had been amortized. The fair value of the derivative liability at June 30, 2015 was $43,229, The Company recognized Derivative Expense of $16,729 in the three and six months ended June 30, 2015. The Note is shown net of unamortized debt discount of $20,453 as of June 30, 2015. The balance sheet as of June 30 reflects accrued interest of $582.

Union 6 May 20, 2015

On May 20, 2015, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital LLC (the “Holder”) in the original principal amount of $26,500 bearing a 9.00% annual interest rate, unsecured and maturing May 20, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $43,927 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, $29,~~969~~630 of the debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $4353,~~927~~617, The Company recognized Derivative Expense of $17,249 for the nine months ended September 30, 2015 and a loss on fair value of derivative liability of $9,690 and $53,617 for the three and ~~six~~nine months ended ~~June~~September 30, 2015. The Note is shown net of unamortized debt discount of $2316,~~531~~870 as of ~~June~~September 30, 2015. The balance sheet as of ~~June~~September 30, 2015 reflects accrued interest of $~~268~~869.

LG Capital Funding, LLC 10 May 29, 2015

On May 29, 2015, the Company issued a Convertible Promissory Note (the “Note”) to ~~Union~~LG Capital Funding, LLC (the “Holder”) in the original principal amount of $29,000 bearing a 8.00% annual interest rate, unsecured and maturing May 29, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 55% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $29,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $42,919 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, $29,~~536~~825 of the debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $2952,~~000~~189, The Company recognized Derivative Expense of $13,919 for the nine months ended September 30, 2015 and a loss on fair value of derivative liability of $9,271 and $38,270 for the three and ~~six~~nine months ended ~~June~~September 30, 2015. The Note is shown net of unamortized debt discount of $2619,~~464~~175 as of ~~June~~September 30, 2015. The balance sheet as of ~~June~~September 30, 2015 reflects accrued interest of $~~203~~788.

Adar Bays LLC June 19, 2015

On June 19, 2015, the Company issued a Convertible Promissory Note (the “Note”) to Adar Bays LLC (the “Holder”) in the original principal amount of $25,000 bearing a 8.00% annual interest rate, unsecured and maturing June 19, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 60% of the market price, which means the average of the three lowest closing trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $33,543 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, $~~751~~7,036 of the debt discount had been amortized. The fair value of the derivative liability at ~~June~~September 30, 2015 was $3340,~~543~~809 The Company recognized Derivative Expense of $8,543 for the nine months ended September 30, 2015 and a loss on fair value of derivative liability of $10,878 and $32,266 for the three and ~~six~~nine months ended ~~June~~September 30, 2015. The Note is shown net of unamortized debt discount of $2417,~~249~~964 as of ~~June~~September 30, 2015. The balance sheet as of ~~June~~September 30, 2015 reflects accrued interest of $~~115~~619.

O’Donnell 4 May 15, 2015

On May 4, 2015, the Company issued a Convertible Promissory Note (the “Note”) to Frank O’Donnell (the “Holder”) in the original principal amount of $32,000 bearing 8.00% annual interest rate, unsecured and maturing June 30, 2015. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 60% of the market price, which means the lowest trading price during the twenty-five trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $32,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $30,027 based on the Black Scholes Merton pricing model.

18As of September 30, 2015, the entire debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $67,983. The Company recognized Derivative Expense of $30,027 for the nine months ended September 30, 2015 and a loss on fair value of derivative liability of $37,956 for the three and nine months ended September 30, 2015. The balance sheet as of September 30, 2015 reflects accrued interest of $1,049.

As of June 30, 2015, $19,177 of the debt discount had been amortized. The fair value of the derivative liability at June 30, 2015 was $30,027. The Note is shown net of unamortized debt discount of $11,843 as of June 30, 2015. The balance sheet as of June 30 reflects accrued interest of $403.

JMJ 9 June 24, 2015

On June 24, 2015, the Company issued a Convertible Promissory Note (the “Note”) to JMJ Financial (the “Holder”) in the original principal amount of $50,000 bearing an 8.00% annual interest rate, unsecured and maturing June 24, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 60% of the market price, which means the lowest trading price during the twenty-five trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded legal fees of $5,000 and a debt discount in the amount of $46,927 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $46,927 based on the Black Scholes Merton pricing model.

As of ~~June~~September 30, 2015, $813,~~108~~172 of the debt discount had been amortized. The fair value of the derivative liability at ~~June~~ September 30, 2015 was $46112,~~927~~389. The Company recognized a loss on fair value of derivative liability of $65,462 and a loss on the fair value of derivative liability of $112,389 for the three and nine months ended September 30, 2015. The Note is shown net of unamortized debt discount of $4136,~~892~~828 as of ~~June~~September 30, 2015. The balance sheet as of ~~June~~September 30 reflects accrued interest of $39640.

Union 7 August 27, 2015

On August 27, 2015, the Company issued a Convertible Promissory Note (the “Note”) to Union Capital LLC (the “Holder”) in the original principal amount of $26,500 bearing a 9.00% annual interest rate, unsecured and maturing May 20, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 50% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $26,500 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $56,748 based on the Black Scholes Merton pricing model.

As of September 30, 2015, $4,152 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $56,478, The Company recognized Derivative Expense of $30,248 for the three and nine months ended September 30, 2015. The Note is shown net of unamortized debt discount of $22,348 as of September 30, 2015. The balance sheet as of September 30, 2015 reflects accrued interest of $222.

Adar Bays LLC 2 August 27, 2015

On August 27, 2015, the Company issued a Convertible Promissory Note (the “Note”) to Adar Bays LLC (the “Holder”) in the original principal amount of $25,000 bearing a 8.00% annual interest rate, unsecured and maturing June 19, 2016. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 60% of the market price, which means the average of the three lowest closing trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Company recorded a debt discount in the amount of $25,000 in connection with the initial valuation of the derivative liability of the Note to be amortized utilizing the effective interest method of accretion over the term of the Note. Further, the Company recognized a derivative liability of $30,158 based on the Black Scholes Merton pricing model.

As of September 30, 2015, $3,917 of the debt discount had been amortized. The fair value of the derivative liability at September 30, 2015 was $30,158 The Company recognized Derivative Expense of $5,158 for the three and nine months ended September 30, 2015. The Note is shown net of unamortized debt discount of $21,083 as of September 30, 2015. The balance sheet as of September 30, 2015 reflects accrued interest of $619.

Summary

The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black Scholes pricing model. Amortization of debt discount amounted to $~~219~~262,~~105~~847 and $9843,~~029~~742 for the ~~six~~nine and three months ended ~~June~~September 30, ~~2015~~ 2015 respectively as compared to $~~841~~735,~~408~~142 and $~~223~~193,~~827~~734 for the ~~six~~nine and three months ended ~~June~~September 30, 2014 respectively. The ~~derivative~~ derivative liability is revalued each reporting period using the Black Scholes model. Convertible debt as of ~~June~~September 30, 2015 and December 31, 2014 was $1918,~~017,996~~288 and $1,034,502, respectively, and is shown net of debt discount in the amounts of $~~146~~154,~~950~~ 708 and $152,101, respectively. As of ~~June~~September 30, 2015 and December 31, 2014, the derivative liability was $~~928~~1,~~979~~701,325 and $1,246,748, respectively.

The Black-Scholes model utilized the following inputs to value the derivative liability at the date of issuance of the convertible note and at December 31, 2014:

Stock Price - The Stock Price was based on the average closing price of the Company’s stock as of the Valuation Date. Stock Price was $0.~~0071~~0083 at ~~June~~September 30, 2015.

Variable Conversion Prices - The conversion price was based on 50% to 100% of the average closing price of the Company’s common stock for the previous 10 to 30 trading days prior to the conversion date, or $.~~0040~~0056 at ~~June~~September 30, 2015.

Time to Maturity - The time to maturity was determined based on the length of time between the Valuation Date and the maturity of the debt. Time to maturity was between 36 and 12 months for the outstanding derivatives.

Risk Free Rate - The risk free rate was based on the Treasury Note rate as of the Valuation Dates with a term commensurate with the remaining term of the debt. The risk free rate was .20% at ~~June~~ September 30, 2015 based on one year.

Volatility - The volatility was based on the historical volatility of the Company stock. The ~~average~~ volatility was between ~~159~~168% and ~~234~~ 211% at September ~~June~~ 30, 2015.

Note 8 – Notes Payable

Blue Atelier Promissory Note May 20, 2013

On May 20, 2013 the Company received funding pursuant to a promissory note in the amount of $150,000. The promissory note is secured by the break-up fee in the Asset Purchase Agreement and Bid Procedures agreement in relation to the purchase of the Davison Landfill, preferential payment from funding on any lending agreements related to the purchase of the Davison Landfill, and 10,000,000 shares of common stock. The promissory note bears interest at 6% interest, has a loan premium of $75,000 and matures on July 1, 2013.

On December 30, 2013, the $50,000 of cash proceeds received from the issuance of LG Capital Funding, LLC Promissory Note VIII (See Note 7) was used to pay Blue Atelier outstanding principal and interest. At December 31, 2013, $175,500 principal plus accrued interest of $8,332 is outstanding.

On January 21, 2014, the $30,000 of cash proceeds received from the issuance of the GEL Properties, LLC Promissory Note was used to pay Blue Atelier outstanding principal and interest.

On April 2, 2014, the $105,000 of cash proceeds received from the issuance of Union Capital, LLC Promissory Note was used to pay Blue Atelier outstanding principal and interest.

On June 27, 2014, the $53,771 of cash proceeds received from the issuance of Union Capital, LLC Promissory Note was used to pay Blue Atelier outstanding principal

As of ~~June~~September 30, 2015, and December 31, 2014, this note had an outstanding principal balance of $47,000 and accrued interest of $1315,~~657~~ 124 and $10,771 respectively.

E World Promissory Note February 2, 2014

On February 2, 2014, the Company issued a Convertible Promissory Note (the “Note”) to E World in the principal amount of $181,662 bearing a 6.00% annual interest rate, unsecured and maturing February 2, 2016. The Note was issued in exchange for an account payable in the same amount. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the holder’s option at a variable conversion price calculated at 60% of the market price, which means the lowest trading price during the ten trading day period ending on the latest complete trading day prior to the conversion date.

On July 31, 2014, the Company issued a note to Kodiak Capital Group, LLC (see Note 6 – Convertible Notes) for $52,500. Of this amount, $37,500 was used to repay principal on the E World Promissory Note February 2, 2014 and a $15,000 convertible note was issued to E World (see Note 6 – Convertible Notes) to further reduce the principal on the E World Promissory Note dated ~~February~~ February 2, 2014. The principal balance on this note at ~~June~~September 30, 2015 and December 31, 2014 was $130,923.

Blue Atelier April 23, 2014

On April 23, 2014, the Company entered into a Promissory Note (the “Note”) with E World (the “Holder”) in the principal amount of $75,000 bearing a 9.00% annual interest rate, unsecured and maturing May 31, 2014. The Note went into default for non-payment and, per the terms, an additional $37,500 was added to the principal amount and reflected in Interest Expense on the Consolidated Statements of Operations for the year ended December 31, 2014. The balance sheets as of ~~June~~ September 30, 2015 and December 31, 2014 reflect outstanding principal of $112,500 and accrued interest of $89,~~008~~709 and $4,660, respectively.

E World $71,500

On September 26, 2014, the Company entered into a Promissory Note (the “Note”) with E World (the “Holder”) in the principal amount of $71,500 bearing a 9% annual interest rate, unsecured and maturing November 10, 2014. Additionally, the Note calls for the issuance of a stock dividend equal to the loan amount. $71,250 was outstanding under this Note as of ~~June~~September 30, 2015 and December 31, 2014. The balance sheets as of ~~March~~September 3130, 2015 and December 31, 2014 reflect accrued interest of $46,~~658~~ 274 and $1,478, respectively.

O’Donnell 3

On January 16, 2015, the Company received $3,000 pursuant to a promissory note issued to Frank A. O’Donnell. The note is unsecured and bears interest at 6%. It matured on March 31, 2015 and required the issuance of $3,000 in shares of the Company’s common stock. $3,000 was outstanding under this Note as of ~~June~~September 30, 2015 and the balance sheets as of ~~March~~September 3130, 2015 and December 31, 2014 reflect accrued interest of $81127 and $0, respectively.

Note 9 – Stockholders’ Equity

The Company is authorized to issue an aggregate of 900,000,000 shares of common stock with a par value of $0.001. The Company is also authorized to issue 20,000,000 shares of “blank check” preferred stock with a par value of $0.001 per share of which 13,420 shares of Class A preferred stock (“Class A”) with a stated value of $10.00 are authorized and 13,420 shares were issued and outstanding at ~~June~~September 30, 2015 and December 31, 2014; 100,000 shares of Class B (“Class B”) preferred stock with a stated value of $10.00 are authorized and 99,997 and 38,193 shares were issued and outstanding at ~~June~~September 30, 2015 ~~and~~ and December 31, 2014, respectively; 100,000 shares of Class C (“Class C”) preferred stock with a stated value of $10.00 are authorized and 24,340 were issued and outstanding at ~~June~~September 30, 2015 and December 31, 2014; 100,000 shares of Class D preferred stock (“Class D”) with a stated value of $10.00 are authorized and 12,500 and 0 shares were issued and ~~outstanding~~ outstanding at ~~June~~September 30, 2015 and December 31, 2014, respectively.

2024

The preference term of the Class A and Class B is five years with conversion rights to common shares at any time after six months. Each Class A, Class B, and Class C share is convertible into 2,857.14, 690 and 592 shares of common stock, respectively. Each Class A, Class B and Class C share is entitled to 2,857.14, 3,450 and 592 votes, respectively, on any matter that is brought to a vote of the common stockholders. The preference term of the Class D shares is 24 months. Class D shares require a quarterly dividend payment equal to 8% per annum and are convertible into shares of the Company’s common stock at 50% of the average closing price for the ten-day trading period immediately prior to conversion.

Other Stock Issuances

On January 26, 2012, FINRA approved the 5-for-1 reverse stock split of our issued and outstanding common stock. The stock split has been retroactively applied to these financial statements resulting in a decrease in the number of shares of common stock outstanding with a corresponding increase in additional paid-in capital. All share amounts have been retroactively restated to reflect this reverse stock split.

On January 22, 2013, the Company entered into an assignment agreement with E World, an entity under common control, whereby E World agreed to purchase from GERS the Stock Purchase Agreement with Diamond Transport Ltd. for $75,000 payable in three equal monthly cash payments of $25,000, with the last payment due March 22, 2013. As of December 31, 2013, the Company had received $75,000 cash from E World. The Company recorded the cash receipt of $75,000 as additional paid-in capital as of December 31, 2013, due to the related party relationship. The $150,000 stock payable to Diamond Transport Ltd. was reversed and any further liability to Diamond Transport Ltd. was assumed by E World.

On April 22, 2013, the Board of Directors approved the issue of 6,880 Class A Preferred Shares at $10 stated value to Frank A. O’Donnell and 6,540 Class A Preferred Shares at $10 stated value to Joseph L. DuRant for the conversion of debt totaling $134,200. The fair value of the shares issued was $134,200 based on the quoted market price of the shares on the date of approval on an as converted basis.

On January 20, 2014, the Board of Directors approved the issue of 38,194 of Class B Preferred Shares at $10 stated value as described in Note 4.

On April 2, 2014, pursuant to an agreement, the Board of Directors approved the issue of 8,783 of Class C Preferred Shares at $10 stated value to Joseph L. DuRant in exchange for the voluntary surrender of 5,200,000 shares of common stock.

On April 3, 2014, pursuant to an agreement, the Board of Directors approved the issue of 15,557 of Class C Preferred Shares at $10 stated value to Green Renewable Energy Solutions, Inc. in exchange for the voluntary surrender of 9,209,334 shares of common stock. Green Renewable Energy Solutions, Inc. is wholly owned by the Estate of Joseph L. DuRant~~, president of the Company~~.

On February 13, 2014, pursuant to an agreement, Carmel Advisors LLC was issued 5,000,000 shares of common stock as payment for consulting services to be provided by Carmel Advisors LLC. The services shall include, but are not limited to, the development, implementation and maintenance of an ongoing program to increase the investment community’s awareness of the Company’s activities and to stimulate the investment community’s interest in the Company.

On May 2, 2014, pursuant to an agreement, the Board of Directors approved the issue of 15,000,000 shares of common stock as partial payment for an Equity Purchase Agreement with Kodiak Capital Group, LLC. The final terms of the agreement were met by the Company on October 20, 2014. The Equity Purchase Agreement with Kodiak Capital Group, LLC, provides the Company the right to sell up to $5,000,000 of the Company’s common stock, subject to conditions the Company must satisfy as set forth in the Agreement.

Stock issued during the quarter to date ending June 30, 2014 was valued at the closing market price of the shares on either the date approved by the Board of Directors, the date of settlement, or the date the services have been deemed rendered.

On February 17, 2015, the Company sold 11,000 of its Class D Convertible Shares for $110,000. These shares have a par value of $1 per share, a stated value of $10 per share, and call for the payment of a quarterly dividend at an annual rate of 8.00%. The shares and any accrued and unpaid dividends are convertible by the investors at any time during the first 24 months after investment into shares of the Company’s common stock at 50% of the average closing price of the Company’s common stock during the ten trading days immediately prior to conversion. At its option, the Company may redeem the shares after the 24 month holding period by repaying the initial investment and any unpaid dividends. Such redemption calls for the investors to receive a number of common shares equal to the initial investment divided by the daily average closing price of the Company’s common stock during the ten trading days immediately prior to redemption.

On March 4, 2015, the Company sold 1,000 of its Class D Convertible Shares for $10,000. These shares have a par value of $1 per share, a stated value of $10 per share, and call for the payment of a quarterly dividend at an annual rate of 8.00%. The shares and any accrued and unpaid dividends are convertible by the investors at any time during the first 24 months after investment into shares of the Company’s common stock at 50% of the average closing price of the Company’s common stock during the ten trading days immediately prior to conversion. At its option, the Company may redeem the shares after the 24 month holding period by repaying the initial investment and any unpaid dividends. Such redemption calls for the investors to receive a number of common shares equal to the initial investment divided by the daily average closing price of the Company’s common stock during the ten trading days immediately prior to redemption.

On March 9, 2015, the Company sold 500 of its Class D Convertible Shares for $5,000. These shares have a par value of $1 per share, a stated value of $10 per share, and call for the payment of a quarterly dividend at an annual rate of 8.00%. The shares and any accrued and unpaid dividends are convertible by the investors at any time during the first 24 months after investment into shares of the Company’s common stock at 50% of the average closing price of the Company’s common stock during the ten trading days immediately prior to conversion. At its option, the Company may redeem the shares after the 24 month holding period by repaying the initial investment and any unpaid dividends. Such redemption calls for the investors to receive a number of common shares equal to the initial investment divided by the daily average closing price of the Company’s common stock during the ten trading days immediately prior to redemption.

On May 13, 2015, the Board of Directors approved the issuance of 39,850 shares of Series B Preferred Shares to the following officers and directors:

					In settlement
	Shares		Value		In settlement of
	Shares		Value		of
Roger W. Silverthorn, CEO		17,210	$	95,000	Stock payable
Richard L. Fosgitt, EVP		17,210	$	95,000	Stock payable
David W. Morgan, CFO		4,529	$	25,000	Accrued salary
Thomas G. Cote, Director		901	$	5,000	Stock payable
		39,850	$	220,000

On June 29, 2015, the Board of Directors approved the issuance of 21,948 shares of Series B Preferred Shares to the following officers and directors:

					In settlement
	Shares		Value		In settlement of
	Shares		Value		of
Frank O’Donnell, Director and former COO		13,508	$	88,542	Accrued salary
Roger W. Silverthorn, CEO		4,220	$	27,662	Accrued salary
Richard L. Fosgitt, EVP		4,220	$	27,662	Accrued salary
		21,948	$	143,866

Stock Issued for Settlement of Convertible Notes Payable

Date of Issue	Stock Issues for year ended December 31, 2015	Number of Shares issued		Purpose of Issue	Price on date of issue		Market value of shares issued
February 10, 2015	LG Capital		2,405,369	Debt conversion	$	0.0170	$	40,891
February 12, 2015	Union Capital		718,283	Debt conversion	$	0.0175	$	12,570
February 12, 2015	Union Capital		619,209	Debt conversion	$	0.0175	$	10,836
February 23, 2015	LG Capital		2,485,891	Debt conversion	$	0.0120	$	29,831
February 25, 2015	GEL Capital		402,299	Debt conversion	$	0.0087	$	3,500
February 26, 2015	GEL Capital		436,508	Debt conversion	$	0.0086	$	3,754
March 2, 2015	GEL Capital		213,675	Debt conversion	$	0.0082	$	1,752
March 3, 2015	GEL Capital		694,444	Debt conversion	$	0.0079	$	5,486
March 9, 2015	GEL Capital		845,070	Debt conversion	$	0.0089	$	7,521
March 10, 2015	LG Capital		3,500,000	Debt conversion	$	0.0082	$	28,700
March 11, 2015	Union Capital		2,137,628	Debt conversion	$	0.0080	$	17,101
March 11, 2015	GEL Capital		1,173,709	Debt conversion	$	0.0080	$	9,390
March 13, 2015	GEL Capital		216,450	Debt conversion	$	0.0080	$	1,732
March 16, 2015	GEL Capital		456,621	Debt conversion	$	0.0079	$	3,607
March 17, 2015	GEL Capital		561,224	Debt conversion	$	0.0071	$	3,985
March 17, 2015	Typenex		5,000,000	Debt conversion	$	0.0071	$	35,500
March 25, 2015	LG Capital		5,251,423	Debt conversion	$	0.0078	$	40,961
March 27, 2015	Union Capital		4,662,974	Debt conversion	$	0.0083	$	38,703
March 26, 2015	GEL Capital		714,286	Debt conversion	$	0.0071	$	5,071
April 2, 2015	GEL		320,513	Debt conversion	$	0.0051	$	1,635
April 9, 2015	Matt Morris		5,000,000	Debt conversion	$	0.0073	$	36,500
April 13, 2015	Typenex 1		5,000,000	Debt conversion	$	0.0070	$	35,000
April 15, 2015	GEL		849,673	Debt conversion	$	0.0052	$	4,418
April 20, 2015	GEL		844,646	Debt conversion	$	0.0057	$	4,814
April 21, 2015	GEL		961,538	Debt conversion	$	0.0050	$	4,808
April 23, 2015	GEL		1,688,555	Debt conversion	$	0.0047	$	7,936
April 27, 2015	GEL		2,620,792	Debt conversion	$	0.0052	$	13,628
April 28, 2015	GEL		391,134	Debt conversion	$	0.0043	$	1,682
May 5, 2015	Union 1		5,354,361	Debt conversion	$	0.0069	$	36,945
May 7, 2015	GEL		560,663	Debt conversion	$	0.0085	$	4,766
May 11, 2015	GEL		757,750	Debt conversion	$	0.0090	$	6,820
May 13, 2015	GEL		688,863	Debt conversion	$	0.0080	$	5,511
May 19, 2015	GEL		216,685	Debt conversion	$	0.0080	$	1,733
May 20, 2015	GEL		238,353	Debt conversion	$	0.0075	$	1,788
May 21, 2015	Union 1		4,577,540	Debt conversion	$	0.0088	$	40,282
June 3, 2015	Kodiak		2,439,025	Debt conversion	$	0.0043	$	10,488
June 16, 2015	Kodiak		4,878,049	Debt conversion	$	0.0110	$	53,659
June 19, 2015	Kodiak		4,878,049	Debt conversion	$	0.0112	$	54,634
June 23, 2015	Union 1		1,321,102	Debt conversion	$	0.0100	$	13,211
June 24, 2015	Union 1		2,774,933	Debt conversion	$	0.0095	$	26,362
June 24, 2015	Matt Morris		13,000,000	Debt conversion	$	0.0100	$	130,000
June 25, 2015	GEL		1,685,155	Debt conversion	$	0.0083	$	13,987
June 29, 2015	Kodiak		4,166,667	Debt conversion	$	0.0062	$	25,750
June 30, 2015	Typenex 1		10,000,000	Debt conversion	$	0.0070	$	70,000
			107,709,109				$	907,247
July 1, 2015	Union 1		3,585,329	Debt conversion	$	0.0079	$	28,324
July 6, 2015	Matt Morris		12,000,000	Debt conversion	$	0.0063	$	75,600
July 15, 2015	Union 1		4,646,463	Debt conversion	$	0.0046	$	21,374
July 24, 2015	Union 1		7,047,633	Debt conversion	$	0.0046	$	32,419
July 30, 2015	Typenex 1		8,064,516	Debt conversion	$	0.0043	$	34,677
August 5, 2015	Union 2		7,133,961	Debt conversion	$	0.0046	$	32,816
August 14, 2015	Union 3		460,714	Debt conversion	$	0.0041	$	1,889
			150,647,725				$	1,134,347

2227

During the ~~six~~nine months ended ~~June~~September 30, 2015, the Company issued a total of ~~107~~150,~~709~~647,~~109~~725 shares of common stock for debt conversion for an aggregate fair value of $~~907~~1,~~247~~134,347 based on the closing price the date the stock was issued. The difference between the fair value of the shares of common stock issued of $~~907~~1,~~247~~134,347 and the principal and interest converted of $~~418~~508,~~834~~731 is recorded as a loss on settlement of promissory notes and interest of $~~488~~625,~~413~~616 in the consolidated statements of operations.

As of ~~June~~September 30, 2015 and December 31, 2014, the Company had ~~300~~343,~~241~~180,~~514~~130 and 192,532,405 shares of common stock issued and outstanding, respectively.

Stock Payable

On August 14, 2012, the Company entered into 6 month professional services agreement, whereby the Company pays the consultant $5,000 cash and $5,000 worth of common stock each month. As of ~~June~~September 30, 2015 and December 31, 2014, the Company has recorded $30,000 in stock payable related to this contract.

On July 1, 2012, the Company entered into a nine month professional services agreement, whereby the Company pays the consultant 250,000 shares of common stock. As of ~~June~~September 30, 2015 and December 31, 2014, the Company has recorded $30,000 in stock payable related to to this contract.

On November 1, 2012, the Company entered into a professional services agreement, whereby the Company agreed to pay the consultant $50,000 for services for the Company’s common stock. As of ~~June~~September 30, 2015 and December 31, 2014, the Company has recorded $30,000 in stock payable related to this contract.

On September 20, 2012, the Company entered into an employment agreement whereby the Company agreed to issue 50,000 shares of common stock valued at $6,995 as a commencement bonus. As of ~~June~~September 30, 2015 and December 31, 2014, the Company has recorded $30,000 in in stock payable related to this contract.

On April 22, 2013, the Board of Directors approved the issue of 5,714,286 shares of common stock to E World and 1,941,714 shares of common stock to Blue Atelier for settlement of accounts payable totaling $26,796. The fair value of the shares to be issued is $22,968 based on the quoted market price of the shares on the date of approval. The excess of the accounts payable settled over the fair value of the shares issue of $3,828 is recorded as additional paid-in capital due to the related party relationship. As of ~~June~~September 30, 2015 and December 31, 2014, no shares were issued and the $22,968 for this obligation was recorded as stock payable.

On January 10, 2014, the Board of Directors approved the issuance of capital stock as additional compensation for the officers and Board of Director members. The amount of dollars authorized, to whom they are authorized, and the dollar amount of shares each represent is shown in the chart below. As of ~~June~~September 30, 2015, $~~283~~360,~~125~~625 was recorded as stock payable.

	Accrued Compensation to be issued in Capital Stock		Accrued Board of Director Fee to be issued in Capital Stock		Total		Shares of Common Stock to be issued at ~~June~~September 30, 2015 Market Price
Joe DuRant: CEO, Director	$	101,875	$	25,000	$	126,875		1715,~~869~~286,~~718~~145
Roger W. Silverthorn: CFO, Director	$	45,000	$	5,000	$	50,000		7,042,254
Roger Silverthorn: CFO, Director		76,250		10,000		86,250		10,391,566
Richard L. Fosgitt: EVP, Director	$	56,250	$	25,000	$	81,250		11,443,662
Richard Fosgitt, Director		87,500		30,000		117,500		14,156,627
Thomas G. Cote’: Director		-	$	25,000	$	25,000		3,521,127
Thomas Cote’: Director		-		30,000		30,000		3,614,458
	$	~~203~~265,~~125~~625	$	8095,000	$	~~283~~360,~~125~~625		3943,~~876~~448,~~761~~796

On March 12, 2014 two shareholders loaned their shares to the Company in exchange for a note. The note is payable when shares are available and will be paid at a 50% premium. The total shares returned to treasury were 9,500,000 shares and will be repaid with 14,250,000 shares when available and are recorded as stock payable for $213,750. The premium has been expensed as other financing costs. The shares were valued at the fair value on the day of the transaction.

23On September 26, 2014, the Company entered into a Promissory Note (the “Note”) with E World (the “Holder”) in the principal amount of $71,500 bearing a 9% annual interest rate, unsecured and maturing November 10, 2014. Additionally, the Note provides for the issuance of common stock having a value equal to the loan amount. $71,250 was outstanding under this Note as of March 31, 2015. $71,500 is reflected in Stock Payable at September 30, 2015 and December 31, 2014. See also Note 7 – Notes Payable. Shares of common stock to be issued under this Note at September 30, 2015 market prices totaled 10,070,422.

On September 26, 2014, the Company entered into a Promissory Note (the “Note”) with E World (the “Holder”) in the principal amount of $71,500 bearing a 9% annual interest rate, unsecured and maturing November 10, 2014. Additionally, the Note provides for the issuance of common stock having a value equal to the loan amount. $71,250 was outstanding under this Note as of March 31, 2015. $71,500 is reflected in Stock Payable at June 30, 2015 and December 31, 2014. See also Note 7 – Notes Payable. Shares of common stock to be issued under this Note at June 30, 2015 market prices totaled 10,070,422.

On December 18, 2014, the Company received $20,000 in exchange for the issuance of restricted common shares to Typenex. On June 18, 2015 the Company will issue $20,000 in unrestricted shares to Typenex, the number of which will equal $20,000 divided by the closing price of the Company’s stock on June 17, 2015.

On January 16, 2015, the Company received $3,000 pursuant to a promissory note issued to Frank A. O’Donnell. The note is unsecured and bears interest at 6%. It matured on March 31, 2015 and required the issuance of $3,000 in shares of the Company’s common stock. Shares of common stock to be issued under this Note at ~~June~~September 30, 2015 market prices totaled 422,535.

Warrants

On May 13, 2014, the Company issued warrants to Typenex Co-Investment LLC for 1,500,000 shares of the Company’s common stock exercisable at $.05 per share. The warrants expire on February 13, 2019. The warrants were issued in conjunction with an advance on a promissory note issued to that entity. See also Typenex Co-Investment, LLC Promissory Note I February 13, 2014 in Note 6 – Convertible Notes.

Stock Options

On July 1, 2014, the Company issued options to David W. Morgan, the Company’s Chief Financial Officer to purchase 1,000,000 shares of the Company’s common stock at the closing price on July 1, 2014. The closing price on that date was $0.024 per share. 500,000 of the options vest on July 1, 2015 and the remaining 500,000 options vest on July 1, 2016 in accordance with an employment agreement executed on July 1, 2014 between Morgan and the Company. See also Note 4 – Related Party Transactions.

Note 10 – Fair Value Measurements

FASB ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and prescribes disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability iin n an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level l measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level l primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The valuation techniques that may be used to measure fair value are as follows:

Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)

The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility have variable rates that reflect currently available terms and conditions for similar debt.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of ~~June~~September 30, 2015 and December 31, 2014. As required by FASB ASC 820, financial assets ~~are~~ are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

June 30, 2015	Level I		Level II		Level III		Total
September 30, 2015	Level I		Level II		Level III		Total
Derivative liability	$	-	$	~~928~~1,~~979~~701,325	$	-	$	~~928~~1,~~979~~701,325
Total liabilities	$	-	$	~~928~~1,~~979~~701,325	$	-	$	~~928~~1,~~979~~701,325
December 31, 2014	Level I		Level II		Level III		Total
Derivative liability	$	-	$	1,246,748	$	-	$	1,246,748
Total liabilities	$	-	$	1,246,748	$	-	$	1,246,748

In addition, the FASB issued, “The Fair Value Option for Financial Assets and Financial Liabilities.” This guidance expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value option for any of its qualifying financial instruments.

Note 11 – Subsequent Events

On May 16, 2013, the Company and Cirque Energy II, LLC announced the entry into a contribution agreement. The Members of the Cirque Energy II, LLC will receive 43,359,487 shares of the Company’s common stock at closing and another 43,359,487 shares of common stock at such time as the stock price reaches $0.50 per share. The agreement has not yet been consummated.

On July 1, 2015, Union Capital, LLC converted $10,000 in principal and $1,114 in accrued interest owing them under the Note dated April 3, 2014 into 3,585,329 shares of the Company’s common stock.

On July 6, 2015, Matt Morris converted $24,480 in principal owing them under the Note dated November 8, 2013 into 12,000,000 shares of the Company’s common stock.

On July 15, 2015, Union Capital, LLC converted $10,000 in principal and $1,152 in accrued interest owing them under the Note dated April 3, 2014 into 4,646,463 shares of the Company’s common stock.

On July 23, 2015, Union Capital, LLC converted $13,248 in principal and $1,552 in accrued interest owing them under the Note dated April 3, 2014 into 7,047,633 shares of the Company’s common stock.

On July 30, 2015, Typenex Co-Investment, LLC converted $20,000 in principal owing them under the Note dated February 2, 2014 into 8,064,516 shares of the Company’s common stock.

On August 4, 2015, Union Capital, LLC converted $15,000 in principal and $1,479 in accrued interest owing them under the Note dated June 27, 2014 into 7,133,961 shares of the Company’s common stock.

On August 13, 2015, Union Capital, LLC converted $1,000 in principal and $122 in accrued interest owing them under the Note dated May 17, 2013 into 460,714 shares of the Company’s common stock.

On August 10, 2015, the Company entered into a forbearance agreement with Matthew Morris regarding the Asher note that he purchased. He had declared an event of default on August 4, 2015 due to the Company’s inability to deliver common shares in response to a conversion notice that he’d delivered on July 16, 2015. Under the terms of the forbearance agreement, he agreed to rescind the default notice and forbear on all remedies available to him. The forbearance agreement expired on September 10, 2015.

On August 27, 2015 the Company issued a convertible note in the amount of $25,000 to Adar Bays, LLC (the Holder). The Note bears interest at 8% per annum, matures on June 9, 2016, and can be converted, at the Holder’s discretion into shares of the Company’s common stock at a price equal to 60% of the average of the three lowest closing bids during the 20 days prior to conversion.

On August 27, 2015 the Company issued a convertible note in the amount of $26,500 to Union Capital (the Holder). The Note bears interest at 9% per annum, matures on August 27, 2016, and can be converted, at the Holder’s discretion into shares of the Company’s common stock at a price equal to 50% of the lowest closing bid during the 10 days prior to conversion.

On December 7, 2015 the Company issued a convertible note in the amount of $20,000 to Odyssey Research and Trading LLC (the Holder). The Note bears interest at 8% per annum, matures on December 7, 2016, and can be converted, at the Holder’s discretion into shares of the Company’s common stock at a price equal to 60% of the average of the three lowest closing bids during the 20 days prior to conversion.

On December 7, 2015 the Company issued a convertible note in the amount of $19,500 to Union Capital LLC (the Holder). The Note bears interest at 9% per annum, matures on December 7, 2017, and can be converted, at the Holder’s discretion into shares of the Company’s common stock at a price equal to 50% of the lowest closing bid during the 10 days prior to conversion.

On December 7, 2015, the Company, Union Capital LLC, and Odyssey Research and Trading, LLC entered into an escrow agreement under which $34,500 of proceeds from the sale of the convertible notes issued on December 7, 2015 and referenced immediately above are being held by an escrow agent for the benefit of and distribution to several key creditors of the Company. These creditors agreed to complete tasks and services associated with the preparation and filing of the Company’s Quarterly Reports to the SEC on Form 10-Q for the three and six month periods ended June 30, 2015 and for the three and nine month periods ended September 30, 2015 in consideration of being paid for said services from the escrowed funds.

On December 31, 2015, the Company and Union Capital LLC entered into an amendment to all then-outstanding Notes issued by the Company to Union Capital, LLC. The amendment calls for the conversion price on all such Notes to be equal to 50% of the lower of the (i) lowest closing bid price, or (ii) lowest trading price (in both cases, with a ceiling of $0.0075 per share) of the common stock of the Company for the 25 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Background

Cirque Energy, Inc. (“Cirque,” the “Company,” “we,” “us” or “our company”) was originally incorporated in Florida on July 16, 1998 under the name of Salty’s Warehouse, Inc. and was engaged in selling name-brand consumer products over the Internet. The Company focused on selling consumer electronics and audio-video equipment such as speakers, amplifiers, and tuners, though the Company also sold assorted other goods such as watches, sunglasses and sports games. On December 11, 2006, owners of an aggregate of 22,450,000 shares of common stock sold all of them to a group of approximately 54 investors. As a result of this transaction, a change of control in the Company occurred resulting in a change in its name to E World Interactive, Inc. (“E World”). At that time, E World was principally engaged in the sale of online game services and had a media production business in mainland China.

Having operated in this sector for some time, the Company then disposed of its subsidiaries Shanghai E World China Information Technologies Co., Ltd. and Mojo Media Works Ltd. in August 2008, and, following these sales, ceased all activities in the online game and media production businesses and became a shell company.

In March 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc. Blue Atelier acquired 25,000,000 newly issued common shares of E World after the Company had executed a forty-to-one reverse split of its issued and outstanding common stock and also entered into a series of agreements with various holders of convertible notes to convert its notes payable plus accumulated interest into 6,872,830 shares of E World’s common stock. As a result of this transaction, a change of control in E World occurred with Blue Atelier then owning 75% of the outstanding common stock of E World.

~~In July 2013, the Company changed its name to Cirque Energy, Inc. FINRA approval of the name change and a change in the Company’s trading symbol are pending.~~32

General

Cirque’s core business components include proprietary deployable gasification unit (“DGU”) technology and the delivery of clean energy generation solutions as an energy services company (“ESCO”).

DGU Business

	●	Under a contract with the Northrop Grumman Corporation, Cirque investigated and obtained research and technical data regarding the ability to produce a mobile, deployable gasification unit capable of producing field electricity for use by the U.S. military and other government users.

	●	The goal of this engagement was to determine the potential ability to develop, engineer and fabricate a DGU or other system capable of converting the currently available byproducts or wastes generated by the U.S. military in a typical forward operating base into electricity.

	●	The goal is to make systems simple to operate, highly transportable, reliable, and have minimal special training and maintenance requirements.

	●	Northrop Grumman and Cirque are committed to continue technology development for the DGU toward commercialization.

	●	Northrop Grumman, in partnership with Cirque, is producing the first working DGU prototypes for testing and demonstration for military, government, and commercial customers.

	●	We anticipate the deployment of the DGU prototypes.

	●	Under the agreement, Cirque will lead the development, manufacturing, and testing of the initial demonstration DGUs, with input from Northrop Grumman.

	●	Upon successful demonstration, Northrop Grumman will manufacture DGUs for exclusive sale by Northrop Grumman and Cirque.

Clean Energy Generation Solutions as Energy Services Company (“ESCO”)

Delivery of clean energy Combined Heat and Power (“CHP”) projects, to industrial, commercial, and municipalities, universities, schools, hospitals (“MUSH”) market customers as well as local, state, and federal governments.

	●	Projects to be developed and owned by Cirque.

	●	Energy sold to customers using various structures which required little or no capital outlay by customers:

	●	ESPC – energy savings performance contract; customer pays Cirque money which otherwise would have been paid to utility company in exchange for guaranteed savings.

	●	PPA – traditional power purchase agreement.

	●	Services contract – energy purchased as a service, thereby allowing a customer to treat a project as “off-credit.”

	●	Lease – Cirque to design, build, finance and lease system to a customer.

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The Company anticipates acquiring Cirque II. Management expects that this acquisition will provide the Company the new entity with several benefits:

	●	Strengthen management team to successfully execute our business plan, including plant operations, project development, construction, start-up, commissioning, fuel procurement and transportation.

	●	Skill sets of the new team will mitigate execution risk.

	●	New and expanded pipeline of projects and programs in various stages of development.

	●	Expanded client relationships, large industrial clients, universities, hospitals, and utilities resulting in more opportunities.

	●	Expanded network of project finance relationships and contacts.

	●	Our team has experience in development, design, financing, construction, and operations, which positions us to successfully take a potential energy project from vision to completion.

Energy Services and Performance Contracting

Cirque is keenly aware of the impact U.S. shale oil and gas developments has had on natural gas markets and consumers. Because of the ~~relative~~relatively low prices of natural gas (which ~~has~~have ranged between $32.0080 and $3.80 during the first ~~six~~nine months of 2015) and high ~~electric~~ electric utility prices, the opportunities for onsite combined heat and power projects have never been greater. Cirque sees many ~~opportunities~~ opportunities at facilities in the municipal, university, schools and hospital market and industries that burn natural gas. Typically, ~~these~~ these facilities use natural gas boilers for heat and power. By replacing these facilities with CHP systems such as micro turbines, reciprocating engines, or gas turbines with heat recovery boilers, these facilities can benefit from dramatic energy cost savings.

Cirque plans to pursue projects as an energy services company to design, build, own, operate, and finance CHP projects in the MUSH and industrial markets. Under this model, Cirque intends to provide an initial energy audit or feasibility study for the customer in order to demonstrate the economic savings that can be realized by installing a CHP system. Further, using our strategic partners (Hannon Armstrong and Veolia Energy), Cirque can offer these customers an energy savings performance contract, whereby Cirque will capitalize the project for the customer, with payments from the customer coming from their current utility expense budget. Therefore, the customer can realize the energy savings without having to incur the capital expense of the project. Typically, the ESPC is expected to extend over a term of 10-20 years.

Energy Technology Development - Small Scale CHP Gasifier

In 2012, Northrop Grumman retained us to research the potential to develop a viable deployable gasification unit for the U.S. military. The objective of the unit design was to provide a cost-effective, reliable yet simple to operate system that would utilize garbage and other wastes generated by the military at its forward operating bases to generate energy. The system would be capable of operating in the 100kW to 500kW output range utilizing the military’s existing inventory of diesel generators, while using a diverse range of waste fuels comparable to those generated in the field.

Further, the Company determined that the potential for commercial deployment of the system in the private sector expands the system applications far beyond the original government/military market assumptions. The resulting conclusion that the concept design capabilities and market applications met and exceeded the established project parameters led to the Cirque/Northrop Grumman partnership.

The concept of the DGU is to take waste materials of up to 10 tons per day and use the material as fuel in a small gasifier to provide up to 1.0mW of electricity and thermal heat. The DGU as planned is small in size, occupying the space of approximately 2-3 standard 20-foot shipping containers. Power generation is accomplished by gasifying the waste (garbage) to generate a combustible syngas that is co-fired in a standard diesel or natural gas internal combustion engine. The engine runs constantly on the syngas, but the primary fuel can be utilized when no waste fuels are available.

In the commercial areas, Cirque envisions using the system for customers who are generating a waste material and have a constant electric demand. This could include industrial customers, wastewater treatment plants, big box stores, distribution centers, universities, schools, and large hospitals. These facilities can see substantial cost savings by avoiding paying for waste disposal, as well as by offsetting utility costs. Cirque plans to deliver these systems to customers using the ESCO business model.

Northrop Grumman has exclusive marketing rights to the U.S. military and government in addition to being one of the leading contract suppliers for the military and government. Their reputation and access insures rapid access and the highest probability of success for sales within these market sectors.

Cirque will maintain patents rights on certain key components of the DGU systems and will be responsible for the manufacturing and supply of these components to Northrop Grumman for inclusion in the complete DGU system, both for military and commercial units. The development of the two prototypes (one military unit and one commercial unit) is underway with completion of testing to be completed in the first quarter of 2015 and sales of both types to begin at that time.

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Results of Operations

Below is a comparison of results of operations for the three months and ~~six~~nine months ended ~~June~~September 30, 2015 and ~~June~~September 30, 2014.

The Company reported a net loss of $1,~~100~~314,~~132~~993 for the three months ended ~~June~~September 30, 2015 versus a net loss of $1608,~~347,334~~166 for the ~~three~~ three months ended ~~June~~September 30, 2014. The Company reported a net loss of $12,~~084~~399,~~128~~121 for the ~~six~~nine months ended ~~June~~September 30, 2015 versus a net loss of $12,~~977~~585,~~651~~815 for the ~~six~~nine months ended ~~June~~September 30, 2014.

For the three months ended ~~June~~September 30, 2015, the primary contributors to the net loss of $1,~~100~~314,~~132~~993 were a loss on ~~settlement~~derivative ~~of promissory~~liability ~~convertible notes~~ of $~~332~~653,~~199~~623, executive and directors’ compensation ~~of $238,793, interest~~ expense of $~~142~~198,~~546~~746, ~~amortization of debt discount of $98,029,~~ professional fees of $91138,~~811~~831, and a loss on ~~derivative~~settlement of ~~liability~~promissory convertible notes of $75137,~~314~~203. For the three months ended ~~June~~September 30, 2014, the primary contributors to the net loss of $1608,~~347,334~~166 were ~~interest expense of $258,087, other financing costs of $253,500, amortization of debt discount of $223,827,~~ executive and directors’ compensation ~~of $209,033, derivative~~ expense of $~~110~~282,~~972~~204, aamortization ~~loss on settlement~~ of ~~promissory~~debt ~~convertible~~discount ~~notes~~ of $83193,~~376~~734, and ainterest ~~loss~~expense ~~on derivate liability~~ of $83124,~~192~~837.

For the ~~six~~nine months ended ~~June~~September 30, 2015, the primary contributors to the net loss of $12,~~084~~399,~~128~~121 were executive and directors’ compensation expense of $~~507~~706,~~611~~357, a loss on settlement of promissory convertible notes of $~~488~~625,~~413~~616, ~~amortization~~professional offees ~~debt discount~~ of $~~219~~333,~~105~~069, amortization ~~professional~~of ~~fees~~debt discount of $~~194~~262,~~238~~847, ~~and~~ interest expense of $~~119~~173,~~907~~699, ~~which~~and ~~were only partially offset by a gain on~~ derivative ~~liability~~ expense of $~~599~~135,~~715~~215. For the ~~six~~nine months ended ~~June~~September 30, 2014, the primary contributors to the net loss of $12,~~977~~585,~~651~~815 were amortization of debt discount of $~~541~~735,~~408~~142, executive and directors’ compensation expense of $~~434~~717,~~870~~073, interest expense of $392,611, other financing costs of $346,250, a loss on settlement of promissory convertible notes of $324,082, ~~interest expense of $267,774,~~ derivative expense of $191,921, loss on settlement of debt of $171,564, and professional fees of $~~142~~159,~~997~~703, which were only partially offset by a gain on derivative liability of $~~677~~730,~~082~~200.

Prior period comparisons of results are impacted by developing operations during the periods covered.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported. Note 2 of the accompanying notes to the consolidated financial statements describe the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

	●	We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

	●	Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

	a)	*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.

	b)	*Share-based Payments*

		The Company records stock-based compensation issued to non-employees or other external entities for goods and services at either the fair market value of the shares issued or the value of the services received, whichever is more readily determinable, using the measurement date guidelines enumerated in FASB ASC 505-50-30.

Liquidity and Capital Resources

During the ~~six~~nine months ended ~~June~~September 30, 2015, net cash used in operating activities totaled $(~~344~~397,~~679~~639). Cash provided by financing ~~activities~~ activities was $~~347~~396,~~985~~485, resulting primarily from the issuance of convertible promissory notes and preferred stock, and cash used in investing activities was $2,002. Increase in cash for the period was $~~5,308~~848.

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During the six months ended June 30, 2014, net cash used in operating activities totaled $(694,576). Cash provided by financing activities was $698,057, resulting primarily from the issuance of convertible promissory notes and the addition to stock payables, and cash used in investing activities totaled $419. Increase in cash for the period was $12,741.

Cash Flow Requirements for Operations

As of ~~June~~September 30, 2015 the Company had available cash of $~~5,308~~848. Based on our historical cash needs and our business plan, we require approximately $1,500,000 for operations for the year ending December 31, 2015. We currently have payroll, legal, accounting, general and administrative expenses with no revenue generating operations. Until now we have relied on the issuance of convertible debt and the sale of our common ~~shares~~and preferred shares to fund our operating cash requirements. However, these sources of cash are no longer available to us. As of ~~December~~January 186, ~~2015~~2016, the Company had available cash of $11(3). ~~The Company is essentially insolvent.~~

Going Concern

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements or financing activities with special purpose entities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

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~~September 30, 2015. This evaluation was carried out under the supervision of the Company’s Principal Executive Officer and its Principal Financial Officer. Based upon that evaluation, the Principal ~~Executive~~ Executive Officer and Principal Financial Officer concluded that, as of ~~June~~September 30, 2015, our disclosure controls and procedures were not effective.

We performed analysis and other post-closing procedures to ensure that our financial statements are prepared in accordance with generally accepted accounting principles. 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.

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.

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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 and Principal Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended ~~June~~September 30, 2015. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that no ~~change~~ change occurred in the Company’s internal control over financial reporting during the three months ended ~~June~~September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

3137

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NoOn September 22, 2015 Porter, LeVay & ~~legal~~Rose, ~~proceedings~~Inc., ~~were~~a ~~initiated~~provider orof ~~served~~public ~~upon~~relations services, filed a lawsuit against the Company in the ~~quarterly~~Supreme ~~period~~Court ~~ended~~of ~~June~~the ~~30,~~State ~~2015.~~of New WeYork, ~~are~~County ~~not~~of ~~currently involved~~Westchester, inclaiming ~~any~~that ~~material~~it ~~legal~~is ~~proceedings~~owed $36,346.88, Weplus ~~are~~accrued ~~not~~interest, ~~aware~~for ofunpaid ~~any~~goods ~~material~~and ~~legal~~services ~~proceedings~~that had ~~pending~~allegedly ~~against~~been usprovided to the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act *
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Label Linkbase Document*
101.PRE	XBRL Taxonomy Presentation Linkbase Document*

* Filed herewith

** Furnished herewith

3238

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CIRQUE ENERGY, INC.
December 18, 2015	By:	/s/ Roger W. Silverthorn
January 6, 2016	By:	/s/ Roger W. Silverthorn
		Roger W. Silverthorn
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

December 18, 2015	By:	/s/ Roger W. Silverthorn
January 6, 2016	By:	/s/ Roger W. Silverthorn
		Roger W. Silverthorn
		Chief Executive Officer, President and Director
		(Principal Executive Officer)
December 18, 2015	By:	/s/ David W. Morgan
January 6, 2016	By:	/s/ David W. Morgan
		David W. Morgan
		Chief Financial Officer
		(Principal Financial Officer)

3339

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