CIRQUE ENERGY, INC. - FORM 10-Q

Attached files

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EX-31.1 - EXHIBIT 31.1 - CIRQUE ENERGY, INC.	v352027_ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - CIRQUE ENERGY, INC.	v352027_ex32-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013

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

Commission File Number : 000-52438

GREEN ENERGY RENEWABLE SOLUTIONS, INC.

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

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

243 W. Congress, Suite 350

Detroit, Michigan 48226

(Address of principal executive offices)

888-963-2622

(Issuer's telephone number)

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

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

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

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

¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company

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

The number of shares outstanding of each of the issuer's classes of common equity as of August 16, 2013: 125,365,037

Contents

Part 1 Financial Information	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures about Market Risk	18
Item 4. Controls and Procedures	18
Part II. OTHER INFORMATION	19
Item 1. Legal Proceedings	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults upon Senior Securities	19
Item 4. Mine Saftey Disclousures	19
Item 5. Other Information	19
Item 6. Exhibits	20
SIGNATURES	21

Part 1 Financial Information

Item 1 Financial Statements

Green Energy Renewable Solutions, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2013			2012

Assets:
Current assets:
Cash	$	6,827		$	1,007
Accounts receivable		166			166
Total current assets		6,993			1,173

Land		27,752			27,752
Total Assets	$	34,745		$	28,925

Liabilities and Stockholders' Deficit:
Current liabilities:
Accounts and other payables	$	275,832		$	211,159
Accounts payable - related party		5,129			139,326
Accrued salaries and wages - related party		108,772			-
Due to related party		181,662			201,662
Convertible notes - related party (net of $1,786 and $0 unamortized discount)		288,714			70,000
Convertible notes - (net of $116,371 and $78,430 unamortized discount)		251,796			197,822
Total current liabilities		1,111,905			819,969

Total Liabilities		1,111,905			819,969

Stockholders' Deficit
Preferred stock, no par value 19,986,580 shares authorized and no shares issued.		-			-
Class A Preferred stock , $10 par value 13,420 shares authorized and no shares issued.		-			-
Common stock, Par Value $0.001, 300,000,000 shares
Authorized and 115,095,316 and 62,636,850 shares outstanding at June 30, 2013 and December 31, 2012, respectively		115,095			62,637
Additional paid-in capital		10,093,174			9,794,373
Stock payable		381,604			233,607
Accumulated deficit		(4,514,336	)		(4,514,336	)
Accumulated deficit development stage		(7,152,697	)		(6,367,325	)
Total Shareholders Deficit		(1,077,160	)		(791,044	)
Total Liabilities and Shareholders Deficit	$	34,745		$	28,925

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

Green Energy Renewable Solutions, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,						Development Stage (April 1 2010 to June
	2013			2012			2013			2012			30, 2013)
Sales	$	-		$	-		$	-		$	12		$	219
Cost of sales		-			-			-			-			-
Gross profit		-			-			-			12			219

Bank service charges		766			545			1,460			1,228			7,787
New zoo revue		-			-			-			257			17,811
Development projects		-			-			-			-			14,125
Office and miscellaneous expenses		4,442			-			7,572			208			25,541
Executive and directors compensation		99,794			3,375,000			183,127			3,435,000			3,990,097
Waste project expenses		-			21,790			-			85,358			221,291
Professional fees		105,026			131,555			183,256			163,918			764,656
Investor relations		10,334			10,000			10,701			29,000			44,781
Travel expenses		4,970			-			5,694			-			24,046
Forfieture of deposit on landifll		150,000			-			150,000			-			150,000
Loss of settlement of account payable		-			518,122			-			518,122			518,122
Other financing costs		-			-			-			365,582			365,582
Impairment of intangible assets		-			-			-			690,700			691,149
Total operating expense		375,332			4,057,012			541,810			5,289,373			6,834,988

Operating loss		(375,332	)		(4,057,012	)		(541,810	)		(5,289,361	)		(6,834,769	)

Other Expense
Foreign exchange translation loss		-			-			-			-			(1,113	)
Interest expense		(186,575	)		(54	)		(243,562	)		(1,054	)		(316,815	)
Total other expense		(186,575	)		(54	)		(243,562	)		(1,054	)		(317,928	)
Net loss	$	(561,907	)	$	(4,057,066	)	$	(785,372	)	$	(5,290,415	)	$	(7,152,697	)

Net loss per common share - Basic	$	(0.01	)	$	(0.07	)	$	(0.01	)	$	(0.13	)
Weighted average common shares outstanding - Basic		85,848,996			58,115,160			75,608,802			41,296,046

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

Green Energy Renewable Solutions, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

							Development Stage
	For the six months ended June 30,						(April 1, 2010 to
	2013			2012			June 30, 2013)
Operating Activities:
Cash flows from operating activities :
Net loss	$	(785,372	)	$	(5,290,415	)	$	(7,152,697	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible debt discount		237,948			-			273,670
Beneficial conversion feature		-			-			5,000
Issuance of common stock for services		10,000			181,719			300,177
Issuance of common stock for compensation		-			3,315,000			3,315,000
Issue of common stock for impaired asset purchase		-			690,700			690,700
Issuance of common stock for finance costs		-			365,582			365,582
Issuance of subsidiary common stock for services prior to acquisition		-			-			50
Forfieture of deposit on landifll		150,000						150,000
Loss on settlement of accounts payable		-			518,122			518,122
Loss on foreign currency translations		-			-			1,113
Loss on foreign currency translations
Changes in operating assets and liabilities:								-
Accounts receivables		-			-			(166	)
Deposits		-			(6,667	)		(900	)
Accounts payable and accrued liabilities		80,573			54,829			281,917
Accrued salaries and wages		108,772						108,772
Accounts payable - related parties		1,799			102,860			322,247
Cash used in operating activities		(196,280	)		(68,270	)		(821,413	)

Investing Activities:
Notes receivable		-			-			(5,000	)
Issuance of subsidiary stock for cash prior to acquisition		-			-			950
Deposit on purchase of Davison landfill		(150,000	)					(150,000	)
Purchase of land		-			-			(27,752	)
Cash used in investing activities		(150,000	)		-			(181,802	)

Financing Activities:
Stock payable		-			-			150,000
Proceeds from assignment of stock purchase agreement		36,000			-			36,000
Advances from related party		-			62,965			197,925
Payments on advances from related party		-			-			(7,160	)
Proceeds from convertible notes		165,600			-			327,700
Proceeds from convertible notes - related party		150,500			5,000			155,500
Issuance of subsidiary stock for cash		-			-			150,000
Cash provided by financing activities		352,100			67,965			1,009,965

Increase (decrease) in cash		5,820			(305	)		6,750

Cash, beginning of period		1,007			316			77
Cash, end of period	$	6,827		$	11		$	6,827

Supplemental disclosure of non-cash investing and financing activities:
Shares issued for settlement of convertible notes payable	$	286,412		$	-		$	286,412
Shares issued for intangible assets	$	-		$	690,700		$	-
Spin-out of subsidiary	$	-		$	254,028		$	254,208
Shares issued to settle accounts payable	$	-		$	131,878		$	131,878
Deemed distribution to majority shareholder	$	-		$	-		$	150,000
Convertible notes issued to settle accounts payable	$	15,900		$	-		$	15,900
Stock payable issued to settle accounts payable - related party	$	135,996		$	-		$	135,996
Stock payable issued to settle due to related party	$	20,000		$	-		$	20,000
Stock payable issued to settle convertible notes payable - related party	$	5,000		$	-		$	5,000

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, although the Company also sold assorted other goods such as 6watches, 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 in a private transaction all of the shares held by them to a group of approximately 54 purchasers. 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 mainly engaged in 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 dormant shell company.

In March of 2009, the Company entered into a stock purchase agreement with Blue Atelier, Inc. Blue Atelier acquired 25,000,000 newly authorized and issued common stock of E World Interactive Inc. (“EWRL”) after E World executed a forty to one 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 its notes payable 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 Interactive, Inc. 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., a Nevada corporation with a variety of media and related interests in rights and emerged from dormant shell status. The consideration for the purchase of Media and Technology was 10,000,000 shares of E World Common Stock and Blue Atelier Inc., the principle shareholder of Media and Technology is also the largest shareholder in E World. Following this acquisition, E World moved its principal office to Las Vegas, Nevada. The acquisition of Media and Technology has been accounted for similar to a pooling in accordance with GAAP because the entities were under common control.

On September 17, 2011 E World entered into a letter of intent (the “LOI”) with Green Renewable Energy Solutions, Inc. (“GRES”) the purpose of which is 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 (“Green Energy Renewable Solutions” or “GERS”), effective December 12, 2011. As part of this LOI, Green Energy Renewable Solutions (F/K/A E World Interactive) would complete a 5 to 1 reverse split, spin-out its subsidiary company E World Corp and Media and Technology Solutions, Inc. and complete the transaction with the issuance of stock for the purchase of the assets of Green Renewable Energy Solutions, Inc.

On January 26, 2012 Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.), completed the 5 to 1 reverse split and on February 1, 2012. E World Corp including its subsidiary company, Media and Technology Solutions, Inc. was spun-out as a separate private company by way of share dividend with one E World Corp share issued for every share held on the date of the reverse split approval. FINRA approved the name change and reverse split on January 26, 2012.

On February 4, 2012 Green Renewable Energy Solutions, Inc. executed the Asset Purchase Agreement with Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.), the issuer herein. Under the terms of the Asset Purchase Agreement Green Energy Renewable Solutions (F/K/A E World Interactive, Inc.), purchased all of the assets of Green Renewable Energy Solutions, Inc. for 4,604,667 common shares of Green Energy Renewable Solutions, Inc. (F/K/A E World Interactive, Inc.) and a further 2,302,333 common shares of deferred consideration.

Green Energy Renewable Solutions 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.

Green Energy Renewable Solution has its head office at 243 W. Congress, Suite 350, Detroit, Michigan 48226.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below.

On April 1, 2010, the Company entered into the development stage accumulating a net loss of $7,002,697 from April 1, 2010 to June 30, 2013.

Principles of Consolidation

The consolidated financial statements include the accounts of Green Energy Renewable Solutions and its wholly owned subsidiaries. On July 27, 2011 the Company incorporated a new wholly owned subsidiary E World Corp and on May24, 2010, the company had acquired 100% of the outstanding stock of Media and Technology Solutions, Inc. On the date of acquisition, Media and Technology was 95% owned by Blue Atelier, Inc., the majority shareholder of Green Energy Renewable Solutions Interactive, Inc. and the acquisition was accounted by means of a pooling of the entities from the date of inception of Media and Technology on February 1, 2010 because the entities were under common control. In June of 2013, the Company incorporated Green Harvest Landfill, LLC as a wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated.

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.

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. Significant estimates inherent in the preparation of the consolidated financial statements include accounting for asset impairments, reserves established for doubtful accounts, stock-based compensation, depreciation and amortization, business combinations, income taxes, litigation matters and contingencies.

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.

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.

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. The company is leasing the real estate on a month-to-month basis at 243 W. Congress, Suite 350, Detroit, Michigan 48226.

Taxation

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board’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.

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.

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.

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.

Stock-Based Compensation

The Company has adopted FASB Accounting Standards Codification 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.

Recent Accounting Pronouncements

The Company has evaluated recent pronouncements through Accounting Standards Updates “ASU” 2013-07 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.

Note 3 – Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The Company had minor revenue during the periods presented and has an accumulated deficit of $4,514,336 recorded by the Company prior to April 1, 2010 and an accumulated deficit since entry into the development stage (April 1, 2010) of $7,152,697. Our ability to continue as a going concern is dependent upon the creation of profitable operations. The Company has operated principally with the assistance of interest free loan advances and convertible debt from its major shareholders. We also intend to use other borrowings and security sales to mitigate the effects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Note 4 – 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 30, 2013 and December 31, 2012:

	June 30,		December 31,
	2013		2012
Accounts payable - related party	$	5,129	$	139,326
Accrued salary and wages		108,772		-
Due to related party		181,662		201,662
Convertible notes – related party (net of $1,786 and $0 unamortized discount)		288,714		70,000
	$	584,277	$	410,988

Related party transactions during the period include salary, and consultancy fees for the three and six month period ending June 30, 2013 and 2012 as follows:

	3 Months Ended June 30,				6 Months Ended June 30,
	2013		2012		2013		2012
Joe DuRant: CEO, Director	$	31,250	$	1,348,500	$	62,500	$	1,371,000
Gerry Shirren: CFO, Director	$	-	$	678,000	$	-	$	693,000
Roger Silverthorn: CFO Director	$	31,250	$	-	$	52,083	$	-
Frank O Donnell: Executive VP Business Development, Director	$	31,250	$	1,348,500	$	62,500	$	1,371,000
Total	$	93,750	$	3,375,000	$	177,083	$	3,435,000

The Company has recorded $6,044 and $0 in payroll tax liabilities during the six month period ended June 30, 2013 and 2012, respectively, related to payments made to its executives.

Blue Atelier Inc. Promissory Note May 20, 2013

On May 20, 2013 the Company received funding pursuant to a promissory note in the amount of $15,500. 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 Company stock. The promissory note bears interest at 6% interest, has a loan premium of $75,000 and matures on July 1, 2013. As of June 30, 2013, $73,214 of discount has been amortized.

The conversion feature related to this note has been accounted for as an original issue discount totalling $75,000. As of June 30, 2013, the convertible note payable totalling $225,500 was recorded net of unamortized debt discount of $1,786.

Note 5– Waste Project Expense

Highland Park, Michigan: The initial construction and demolition waste processing was planned for a 15 acre site at Highland Park, Michigan where the company acquired a parcel of real estate at Lincoln Ave. Highland Park, MI in November 2011 and leased further real estate with an option to purchase. The Company is now exploring alternative locations for the Highland Park location which is now deemed unsuitable for environmental reasons following a fire in a derelict building on the real estate parcel which the Company had leased.

Yabucoa Landfill, Puerto Rico: Together with its partner Landfill Solutions Corporation, the Company was planning to remediate and manage the Yabucoa municipal landfill that had been closed since 2011. The remediation plan was designed to bring the landfill up to current operating standards and reopen the landfill for operations while developing recycling and waste conversion facilities. The parties had jointly commenced detailed environmental studies and preparation of development plans for full permitting of the landfill remediation works and the waste diversion program. The Officers and Directors of Green Energy have made the decision to step back from the proposed landfill and renewable energy project in Puerto Rico due to lack of funding. The Company had received commitments for funding that were expected to close in 2012 for this project, but due to failure of sources to meet the funding commitments and lack of success in obtaining alternative funding in a timely manner, it would table pursuit of this venture for the time being.

For the six months ended June 30, 2013 and 2012, the Company's waste project expenses were $0 and $85,358, respectively.

Note 6– Operating Lease Commitments

The Company currently leases office space on a month to month basis at its head office at 243 W. Congress, Suite 350, Detroit, Michigan 48226. The company purchased real estate at Highland Park, Michigan, 48203.

Note 7 – Convertible Notes

Asher Enterprises Promissory Note I July 10, 2012

On July 10, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $32,500, which consisted of $30,000 in cash proceeds and a $2,500 discount related to legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matured on April 12, 2013.

In accordance to the terms of the note, the holder fully converted the note for shares of common stock on January 22, 2013, February 12, 2013, and February 26, 2013 as disclosed in Note 8. The conversion price was 58% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading immediately prior to conversion date". The note was recorded net of original issue discount of $23,534. As of June 30, 2013, $23,534 of discount has been amortized.

Asher Enterprises Promissory Note II August 28, 2012

On August 28, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $32,500, which consisted of $30,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matured on May 30, 2013. During the year period ended June 30, 2013 the Company accrued $1,068 in interest expense.

In accordance to the terms of the note, the holder fully converted the note for shares of common stock on March 12, 2013, March 17, 2013, April 17, 2013, May 3, 2013, and May 30, 2013 as disclosed in Note 8. The conversion price is 58% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date". The note was recorded net of original issue discount of $23,643. As of June 30, 2013, $23,643 of discount has been amortized.

Asher Enterprises Promissory Note III October 12, 2012

On October 12, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $27,500, which consisted of $25,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 16, 2013. During the year period ended June 30, 2013 the Company accrued $1,100 in interest expense.

In accordance to the terms of the note, the holder fully converted the note for shares of common stock on May 30, 2013, June 7, 2013, and June 13, 2013 as disclosed in Note 8. The conversion price is 58% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date". On June 30, 2013, the Company was assessed default interest of $13,750. The note was recorded net of original issue discount of $29,871. As of June 30, 2013, $29,871 of discount has been amortized.

Asher Enterprises Promissory Note IV November 29, 2012

On November 29, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $27,500. Which consisted of $25,000 in cash proceeds and a $2,500 discount related to legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 3, 2013. During the year period ended June 30, 2013 the Company accrued $1,100 in interest expense.

In accordance to the terms of the note, the holder fully converted the note for shares of common stock on June 17, 2013, June 19, 2013, June 20, 2013, June 25, 2013, and June 28, 2013 as disclosed in Note 8. The conversion price is 58% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date". The note was recorded net of original issue discount of $29,871. As of June 30, 2013, $29,871 of discount has been amortized.

Asher Enterprises Promissory Note V February 11, 2013

On February 11, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $27,500, which consisted of $25,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 11, 2013. During the year period ended June 30, 2013 the Company accrued $1,444 in interest expense.

The note may be converted at the option of the holder into Common stock of the Company. The conversion price is 58% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date".

On May 21, 2013, the company was assessed default interest of $13,750. The conversion feature related to this note and the related default interest has been accounted for as an original issue discount totalling $29,871. As of June 30, 2013, the convertible note payable totalling $70,621 was recorded net of unamortized debt discount and accrued interest of $17,079.

Asher Enterprises Promissory Note VI April 3, 2013

On April 3, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $12,500, which consisted of $12,500 in cash proceeds. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 3, 2013. During the year period ended June 30, 2013 the Company accrued $250 in interest expense.

The conversion feature related to this note has been accounted for as an original issue discount totalling $9,052. As of June 30, 2013, the convertible note payable totalling $21,552 was recorded net of unamortized debt discount of $7,326.

Asher Enterprises Promissory Note VII May 8, 2013

On May 8, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $12,500, which consisted of $12,500 in cash proceeds. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 8, 2014. During the year period ended June 30, 2013 the Company accrued $145 in interest expense.

Asher Enterprises Promissory Note VIII June 26, 2013

On June 26, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $32,500, which consisted of $30,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 26, 2014. During the year period ended June 30, 2013 the Company accrued $28 in interest expense.

The conversion feature related to this note has been accounted for as an original issue discount totalling $23,534. As of June 30, 2013, the convertible note payable totalling $56,034 was recorded net of unamortized debt discount of $23,190.

JMJ Financial Promissory Note I October 21, 2012

On October 21, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $40,320, which consisted of $35,000 in cash proceeds and a $5,320 original issue discount. The promissory note is unsecured, bears interest at 5% per annum, and matures on September 30, 2013. During the year period ended June 30, 2013 the Company accrued $937 in interest expense.

The note may be converted at the option of the holder into Common stock of the Company. In accordance to the terms of the note, the holder partially converted the note for shares of common stock on May 9, 2013, May 16, 2013, and June 14, 2013 as disclosed in Note 8. The conversion price is 60% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date".

The conversion feature related to this note has been accounted for as an original issue discount totalling $26,880. As of June 30, 2013, the convertible note payable totalling $41,075 was recorded net of unamortized debt discount and accrued interest of $5,537.

JMJ Financial Promissory Note II January 30, 2013

On January 30, 2013 the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 5% per annum, and matures on November 11, 2013. During the year period ended June 30, 2013 the Company accrued $762 in interest expense.

The note may be converted at the option of the holder into Common stock of the Company. The conversion price is 60% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date".

The conversion feature related to this note has been accounted for as an original issue discount totalling $19,200. As of June 30, 2013, the convertible note payable totalling $48,000 was recorded net of unamortized debt discount and accrued interest of $11,256.

JMJ Financial Promissory Note III May 30, 2013

On May 30, 2013 the Company received funding pursuant to a convertible promissory note in the amount of $30,000. The promissory note is unsecured, bears interest at 5% per annum, and matures on December 30, 2013. During the year period ended June 30, 2013 the Company accrued $127 in interest expense.

The conversion feature related to this note has been accounted for as an original issue discount totalling $22,533. As of June 30, 2013, the convertible note payable totalling $56,333 was recorded net of unamortized debt discount and accrued interest of $20,681.

LG Capital Funding, LLC Promissory Note I June 4, 2013

On June 4, 2013 the Company received funding pursuant to a convertible promissory note in the amount of $26,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 4, 2014. During the year period ended June 30, 2013 the Company accrued $151 in interest expense.

The note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price defined as "the average of the lowest three of the last ten closing trading prices on the OTCBB or applicable trading market immediately prior to conversion date".

The conversion feature related to this note has been accounted for as an original issue discount totalling $26,500. As of June 30, 2013, the convertible note payable totalling $53,000 was recorded net of unamortized debt discount and accrued interest of $23,976.

Note 8 – Stockholders' Equity

On April 22, 2013, the Board of Directors approved and on May 3, 2013 the shareholders ratified increasing the number of authorized shares of the Company to 320,000,000 shares comprising 300,000,000 shares of common stock and 20,000,000 shares of preferred stock.

Preferred Stock – The Company is authorized to issue 19,986,580 shares no par value preferred stock. The authorized preferred shares have no defined preference terms. The Company may create and define one or more class of preferred stock. As of June 30, 2013 and December 31, 2012, no shares of preferred stock have been issued.

On April 22, 2013, the Board of Directors of the Company authorized the creation and issue of 13,420 Class A Convertible Preferred Shares (“Class A Preferred”). The Class A Preferred (i) have no state rate of return (ii) par value of $10 per share (iii) term of 5 years (iv) each preferred share six months after issue is convertible into 2,857.14 shares of common stock and (v) liquidity preference over common shares. As of June 30, 2013 and December 31, 2012, no Class A Preferred have been issued.

Common Stock - The Company is authorized to issue 300,000,000 shares of $.001 par value common stock. As of June 30, 2013 and December 31, 2012, 115,095,316 and 62,636,850 shares were issued and outstanding, respectively.

Other Stock Issuances

On May 25, 2010, the Company issued 4,000,000 of newly authorized and issued common stock for the acquisition of 100% of the outstanding stock of Media and Technology Solutions, Inc. in accordance with the stock purchase agreement with the shareholders. Blue Atelier, Inc. was at the time of the acquisition, the 95% shareholder of Media and Technology Solutions, Inc.

On July 8, 2010, the Company issued 4,000 of newly authorized and issued common stock for services of $150.

On February 1, 2011 Media and Technology issued 3,800,000 shares of newly authorized and issued common stock for $950 cash and 200,000 shares of newly authorized and issued common stock for services of $50.

On October 4, 2011, the Company issued 1,200,000 shares of newly authorized and issued common stock for $150,000 cash.

On January 26, 2012, FINRA approved the 5 to 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 shares amounts have been retroactively restated to reflect this reverse stock split.

On April 3, 2012, the Company settled accounts payable totalling $131,878 of amounts outstanding since 2009. On April 19, 2012, the accounts payable totalling $121,878 were settled through the issuance of 13,000,000 shares of common stock. On the date of settlement the closing price of the Company’s common stock was $0.10 per share, resulting in a loss on settlement of $518,122 during the year ended December 31, 2012.

On April 17, 2012, the Board of Directors of the Company approved the issuance of 13,000,000 shares of restricted common stock to key executives and directors of the Company as a bonus incentive.

On June 27, 2012 the Company announced that its Board of Directors approved a one share for one share stock dividend of the Company’s common stock, regarding this as an effective forward split. Each shareholder of record at the close of business on June 29, 2012 received one additional share for every outstanding share held on the record date. The Articles were amended to reflect this on July 16, 2012 and this received FINRA approval on July 27, 2012.

All share amounts in the financial statements have been retroactively restated to reflect the share dividends and forward stock splits.

Stock issued during the year to date ended June 30, 2013 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.

Stock Issued for Settlement of Convertible Notes Payable

Date of Issue		Stock Issues for three Months ended June 30, 2013	Number of Shares issued		Purpose of Issue	Closing Price on Share Approval Date		Value of Issue
	January 22, 2013	Asher Enterprises, Inc		1,153,846	Debt Conversion	$	0.013	$	15,000.00
	February 12, 2013	Asher Enterprises, Inc		1,188,119	Debt Conversion	$	0.010	$	12,000.00
	February 26, 2013	Asher Enterprises, Inc		1,000,000	Debt Conversion	$	0.007	$	6,800.00
	March 12, 2013	Asher Enterprises, Inc		3,108,108	Debt Conversion	$	0.004	$	11,500.00
	March 28, 2013	Asher Enterprises, Inc		3,086,957	Debt Conversion	$	0.002	$	7,100.00
	April 17, 2013	Asher Enterprises, Inc		3,571,429	Debt Conversion	$	0.002	$	7,500.00
	May 3, 2013	Asher Enterprises, Inc		3,588,235	Debt Conversion	$	0.002	$	6,100.00
	May 9, 2013	JMJ Financial		3,500,000	Debt Conversion	$	0.002	$	5,775.00
	May 17, 2013	JMJ Financial		4,100,000	Debt Conversion	$	0.001	$	4,510.00
	May 30, 2013	Asher Enterprises, Inc		460,526	Debt Conversion	$	0.004	$	450.00
	May 31, 2013	Asher Enterprises, Inc		3,684,211	Debt Conversion	$	0.004	$	14,000.00
	June 7, 2013	Asher Enterprises, Inc		3,571,429	Debt Conversion	$	0.004	$	15,000.00
	June 14, 2013	Asher Enterprises, Inc		3,708,333	Debt Conversion	$	0.004	$	13,350.00
	June 18, 2013	JMJ Financial		4,900,000	Debt Conversion	$	0.001	$	5,390.00
	June 18, 2013	Asher Enterprises, Inc		1,196,970	Debt Conversion	$	0.003	$	3,950.00
	June 20, 2013	Asher Enterprises, Inc		1,194,444	Debt Conversion	$	0.004	$	4,300.00
	June 20, 2013	Asher Enterprises, Inc		3,696,970	Debt Conversion	$	0.003	$	12,200.00
	June 26, 2013	Asher Enterprises, Inc		4,888,889	Debt Conversion	$	0.004	$	17,600.00
	June 28, 2013	Asher Enterprises, Inc		860,000	Debt Conversion	$	0.005	$	4,300.00

As of June 30, 2013 and December 31, 2012, the Company had 115,095,316 and 62,636,850 shares of common stock outstanding, respectively.

Stock Payable

On June 27, 2012, the Company entered into a stock purchase agreement with Diamond Transport Ltd. under which the company would issue 1,000,000 shares of common stock at $0.50 per share with a closing of the sale on or before July 15, 2012 with $100,000 to be received as an advance payment on July 05, 2012. The advance payment of $100,000 was received on July 20, 2012 and $50,000 was received on August 20, 2012. Per the agreement the closing date of the transaction will be upon receipt of the outstanding balance of $350,000. As of June 30, 2013 and December 31, 2012, The Company has not issued any shares, and as such the Company has recorded $150,000 as stock payable.

On January 22, 2013, the Company entered into an assignment agreement with E World Corp, a commonly controlled entity. where E World Corp agreed to purchase the outstanding balance due from Diamond Transport Ltd. per the subscription agreement of $350,000 for $75,000 payable in three monthly cash installments of $25,000, with the last payment due on March 22, 2013. As of June 30, 2013, the Company has only received $36,000 cash from E World Corp. and has an outstanding balance due of $39,000. The Company has recorded the cash payment of $36,000 as additional paid-in capital as of June 30, 2013, due to the related party relationship.

On August 14, 2012, the Company entered into 6 month professional services agreement, where the Company pays the consultant $5,000 cash and $5,000 worth of common stock each month. As of June 30, 2013, 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, where the Company pays the consultant 250,000 share of common stock. As of June 30, 2013, the Company is liable for 120,000 shares of common stock valued at $6,612.

On November 1, 2012, the Company entered into a professional services agreement, where the Company agreed to pay the consultant $50,000 worth of the Company's common stock. As of June 30, 2013, no shares have been issued and the entire liability has been recorded as stock payable.

On September 20, 2012, the Company entered into an employment agreement were the Company agreed to issue 50,000 shares of common stock valued at $6,995 as a commencement bonus. As of June 30, 2013, no shares have been issued and the entire liability has been recorded as stock payable.

On April 22, 2013, the Board of Directors approved the issue of 5,714,286 common shares to eWorld Corp and 1,994,714 common shares to Blue Atlier for conversion of debt. In addition, an issue of 6,880 Class A Preferred Shares at $10 par value to Frank A. O’Donnell and 6,540 Class A Preferred Shares at $10 par value to Joseph L. DuRant for the conversion of debt. As of June 30, 2013, no shares have been issued and, accordingly, the Company has recorded $137,997 to stock payable.

Note 9 - Subsequent Events

On May 16, 2013, the Company announced a merger with Cirque Energy II, LLC. 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. As of August 16, 2013, the merger has not closed.

On July 10, 2013, the Company received funding pursuant to a convertible promissory note with Asher Enterprises, Inc. in the amount of $32,500, which consisted of $30,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 10, 2014.

On July 11, 2013, pursuant to the JMJ Financial Promissory Note I October 31, 2012 (as described in Note 7) $15,675 in principal was converted to 5,700,000 shares of common stock.

On July 11, 2013, the Company received notice of termination of the amended and restated asset purchase agreement between Green Harvest Landfill, LLC and the Trustee. The Company was advised that they were in were in default for failure to provide a written financing agreement in the form and substance reasonably satisfactory to the Trustee by May 13, 2013. As such, the $150,000 deposit on the Davison landfill was forfeited and expensed in the consolidated statement of operations during the quarterly period ended June 30, 2013.

On July 18, 2013, the Company received funding pursuant to a convertible promissory note with LG Capital in the amount of $27,500, which consisted of $25,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 6% per annum, and matures on April 18, 2014.

On July 30, 2013, pursuant to the JMJ Financial Promissory Note I October 31, 2012 (as described in Note 7) $11,987 in principal was converted to 3,069,721 shares of common stock.

On August 12, 2013, pursuant to the Asher Enterprises, Inc. Promissory Note 5 January 31, 2013 (as described in Note 7) $15,000 in principal was converted to 1,500,000 shares of common stock.

On August 18, 2013, the Company received funding pursuant to a convertible promissory note with JMJ Financial in the amount of $32,500, which consisted of $30,000 in cash proceeds and a $2,500 discount related to in legal cost associated with the note. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 18, 2014.

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

This statement may include projections of future results and “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

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

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

INTRODUCTION AND COMPANY UPDATE

INTRODUCTION

Green Energy Renewable Solutions, Inc. (OTC QB: EWRL), a Florida corporation, is a publicly traded company. Its headquarters are located at 243 W. Congress, Suite 350, Detroit, Michigan 48226.

On September 17, 2011 Green Energy Renewable Solutions entered into a letter of intent (the “LOI”) with Green Renewable Energy Solutions, Inc. (“GRES”) the purpose of which 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, the Company changed its name to Green Energy Renewable Solutions (“Green Energy Renewable Solutions” or “GERS”), effective December 12, 2011. As part of this LOI, on January 26, 2012 Green Energy Renewable Solutions completed a 5 to 1 reverse split, spun out its subsidiary company E World Corp and Media and Technology Solutions, Inc. and on February 4, 2012 completed the transaction with the issue of stock for the purchase of the assets of Green Renewable Energy Solutions, Inc. On June 27, 2012, the Company approved a one for one stock dividend for shares held on June 29, 2012 and the dividend shares were issued following FINRA approval on July 27, 2012. On May 16, 2013, the Company announced a merger with Cirque Energy II, LLC. The Members of the Cirque Energy II, LLC will contribute the assets and in exchange receive 43,359,487 shares of the Company’s common stock at closing. The Company is in the process of changing the name of the Company to Cirque Energy, Inc. and to change the stock trading symbol.

Green Energy Renewable Solutions key area of business is focused on the development of waste conversion and waste to energy opportunities including landfill diversion, waste recycling and energy recovery from construction and demolition waste and municipal solid waste. The Company is currently in development on such opportunities in Michigan.

PLAN OF OPERATION

Green Energy Renewable Solutions Inc. (Green Energy Renewable Solutions) The key area of Green Energy Renewable Solutions business is that of waste conversion and waste to energy, a dynamic area of growth potential in the market place with the emphasis on waste conversion using recycling and new technologies that are creating valuable assets and income streams from waste materials.

The waste conversion and recycling operations can achieve high levels of profitability with relatively low investment and there is an existing and growing demand for the services offered by Green Energy. The company seeks out opportunities where there is a short window to positive cash-flow and revenues and where the waste conversion project can be extended to waste to energy generation creating long-term high value assets.

The Green Energy business model is summarized as follows:

Secure existing large scale waste streams through acquisition of landfills, joint ventures and contracts with source generators (Acquired waste streams include both municipal solid waste (“MSW”) and construction & demolition debris (“C&D”)

Secure short term revenue and cash flow through landfill remediation plans, introduction of recycling strategies applicable to established waste streams

Introduction of Waste to Energy (“WTE”) technology to generate fuels and electricity for sale under long term contracts.

Joint venture and Investment in conversion technologies will offer additional revenue opportunities and will reduce internal capital costs and capture future revenue from external technology sales.

Strategies employed include acquisition of existing landfills to internalize control of contracted and historical waste streams. By developing remediation action plans and other strategies the company is seeking acquisition opportunities where operating efficiencies and diversion tactics will allow increased revenue and improved margins. Introduction of recycling for incoming materials can reduce the volume of incoming materials landfilled by over 50% and over 90% with introduction of WTE strategies. Metals, plastics, cardboard/paper and other recyclable materials represent significant potential revenue and the conversion of the remaining material to refuse derived fuel (RDF) for gasification to create fuels and electricity provide further revenue enhancements. The diversion of incoming waste can substantially increase the life of the landfill while maintaining tipping fee income. Increased WTE output can further allow for increased intake of MSW and C&D and corresponding tipping fee income with minimal landfill impact.

Green Energy Renewable Solutions operates in a low risk manner with limited financial exposure on its downside risk while maintaining major upside potential. Green Energy Renewable Solutions’ key expertise from its Board members, its management and its associates gives it a major advantage to successfully exploit this ‘green energy’ business focus and it has a pipeline of opportunities, some of which have rights to proprietary technologies.

The Company is headquartered in Detroit, Michigan and is currently developing construction and demolition waste and municipal solid waste diversion, recycling and energy recovery operations in Michigan with other projects in the early planning stages

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED JUNE 30, 2013 COMPARED TO THREE MONTH PERIOD ENDED JUNE 30, 2012 AND APRIL 1, 2010 (DEVELOPMENT STAGE RE-ENTRY) THROUGH JUNE 30, 2013

Revenues for the three month period ended June 30, 2013 were $0 compared to $0 for the three month period ended June 30, 2012 and $219 from April 1, 2010 (Development Stage Re-Entry) through June 30, 2013.

Total operating expense for the three month period ended June 30, 2013 decreased by $3,681,680 from $4,057,012 for the three months ended June 30, 2012 to $375,332 for the same period in 2013. Operating expenses are $6,834,988 from April 1, 2010 (Development Stage Re-Entry) through June 30, 2013.

The decrease in operating expenses is primarily due to a decrease in executive compensation and a decrease in loss of settlement of accounts payable and the forfeiture of a deposit related to the purchase of a landfill.

Interest expense increased from $54 for the six months ended June 30, 2012 to $186,575 for the same period in 2013. Interest expense increased due to the issuance of convertible notes. Interest expense is $316,815 from April 1, 2010 (Development Stage Re-Entry) through June 30, 2013.

Due to the factors described above, the Company's net loss decreased by $3,495,159 from net loss of $4,057,066 for the three months ended June 30, 2012 to a net loss of $561,907 for the same period in 2013. Net loss is $7,152,697 from April 1, 2010 (Development Stage Re-Entry) through June 30, 2013.

SIX MONTH PERIOD ENDED JUNE 30, 2013 COMPARED TO SIX MONTH PERIOD ENDED JUNE 30, 2012

Revenues for the six month period ended June 30, 2013 were $0 compared to $12 for the six month period ended June 30, 2012.

Total operating expense for the six month period ended June 30, 2013 decreased by $4,745,563 from $5,289,373 for the six months ended June 30, 2012 to $541,810 for the same period in 2013. The decrease was primarily due to an impairment of intangible assets, a decrease in executive compensation, a decrease in loss of settlement of accounts payable, and the forfeiture of a deposit related to the purchase of a landfill.

Interest expense for the six months ended June 30, 2013 increased from $1,054 for the six months ended June 30, 2012 to $243,562 for the same period in 2013. Interest expense increased due to the issuance of convertible notes.

Due to the factors described above, the Company's net loss decreased by $4,505,043 from net loss of $5,290,415 for the six months ended June 30, 2012 to a net loss of $785,372 for the same period in 2013.

LIQUIDITY AND CAPITAL RESOURCES

The Company's consolidated interim financial statements have been prepared, assuming that the Company will continue as a going concern. The Company incurred a net loss of $785,372 for the six month period ended June 30, 2013, used cash flow from operations of $196,280 for the six months ended June 30, 2013, had a working capital deficiency of $1,104,912, an accumulated deficit of $4,513,336 along with an accumulated deficit of $7,152,697 during development stage for the period from April 1, 2010 to June 30, 2013. Cash totaled $6,827 on June 30, 2013 compared to $1,007 as of December 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

During the six months ended June 30, 2013, net cash used by operating activities totaled $196,280, compared to net cash used by operating activities of $68,270 for the comparable six month period in 2012. Net cash provided by investing activities for the six months ended June 30, 2013 totaled $150,000 compared to $0 for the comparable six month period in 2012. Net cash provided by financing activities for the six months ended June 30, 2013 totaled $352,100 compared to $67,965 for the comparable six month period in 2012.

The above cash flow activities yielded a net cash increase of $5,820 during the six months ended June 30, 2013 compared to a decrease of $305 during the comparable prior year period.

GOING CONCERN

The consolidated interim financial statements have been prepared assuming that we will continue as a going concern. The Company had minimal operating revenue and our ability to continue as a going concern is dependent upon the company implementing its business plans resulting in profitable operations. The consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence.

The Company also intends to position itself so that it may be able to raise additional funds through the capital markets and to raise additional borrowings. However, there are no assurances that the Company will be successful in this or any of its endeavours or become financially viable and continue as a going concern.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2013, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

None, for the three month period ending June 30, 2013.

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

The shares issued by the Company during the six months ended June 30, 2013 updated to reflect the issue of the dividend share/forward split were as follows:

Date of Issue		Stock Issues for three Months ended June 30, 2013	Number of Shares issued		Purpose of Issue	Closing Price on Share Approval Date		Value of Issue
	January 22, 2013	Asher Enterprises, Inc		1,153,846	Debt Conversion	$	0.013	$	15,000.00
	February 12, 2013	Asher Enterprises, Inc		1,188,119	Debt Conversion	$	0.010	$	12,000.00
	February 26, 2013	Asher Enterprises, Inc		1,000,000	Debt Conversion	$	0.007	$	6,800.00
	March 12, 2013	Asher Enterprises, Inc		3,108,108	Debt Conversion	$	0.004	$	11,500.00
	March 28, 2013	Asher Enterprises, Inc		3,086,957	Debt Conversion	$	0.002	$	7,100.00
	April 17, 2013	Asher Enterprises, Inc		3,571,429	Debt Conversion	$	0.002	$	7,500.00
	May 3, 2013	Asher Enterprises, Inc		3,588,235	Debt Conversion	$	0.002	$	6,100.00
	May 9, 2013	JMJ Financial		3,500,000	Debt Conversion	$	0.002	$	5,775.00
	May 17, 2013	JMJ Financial		4,100,000	Debt Conversion	$	0.001	$	4,510.00
	May 30, 2013	Asher Enterprises, Inc		460,526	Debt Conversion	$	0.004	$	450.00
	May 31, 2013	Asher Enterprises, Inc		3,684,211	Debt Conversion	$	0.004	$	14,000.00
	June 7, 2013	Asher Enterprises, Inc		3,571,429	Debt Conversion	$	0.004	$	15,000.00
	June 14, 2013	Asher Enterprises, Inc		3,708,333	Debt Conversion	$	0.004	$	13,350.00
	June 18, 2013	JMJ Financial		4,900,000	Debt Conversion	$	0.001	$	5,390.00
	June 18, 2013	Asher Enterprises, Inc		1,196,970	Debt Conversion	$	0.003	$	3,950.00
	June 20, 2013	Asher Enterprises, Inc		1,194,444	Debt Conversion	$	0.004	$	4,300.00
	June 20, 2013	Asher Enterprises, Inc		3,696,970	Debt Conversion	$	0.003	$	12,200.00
	June 26, 2013	Asher Enterprises, Inc		4,888,889	Debt Conversion	$	0.004	$	17,600.00
	June 28, 2013	Asher Enterprises, Inc		860,000	Debt Conversion	$	0.005	$	4,300.00

Item 3. Defaults upon Senior Securities

None, for the three month period ending June 30, 2013.

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

Green Energy Renewable Solutions, Inc. includes by reference the following exhibits:

3.1	Articles of Incorporation, exhibit 3.1 filed with the registrant’s Registration Statement on Form SB-2, as amended; filed with the Securities and Exchange Commission on December 27, 2005

3.2	Amendment to Articles of Incorporation, exhibit 3.2 filed with the registrant’s Registration Statement on

	Form SB-2, as amended; filed with the Securities and Exchange Commission on December 27, 2005

3.3	Amendment to Articles of Incorporation, exhibit 3.3 filed with the registrant’s Registration Statement on

	Form SB-2, as amended; filed with the Securities and Exchange Commission on December 27, 2005.

3.4	Bylaws, filed as exhibit 3.4 with the registrant’s Registration Statement on Form SB-2,

	amended; filed with the Securities and Exchange Commission on December 27, 2005.

3.5	Amendment to Articles of Incorporation, filed as exhibit 3.5 with the registrant’s Registration Statement

	on Form 8-A; filed with the Securities and Exchange Commission on December 14, 2006.

3.6	Amendment to Articles of Incorporation , filed as Exhibit Bylaws, filed as exhibit 3.1 filed on Form 8-K, filed with the Securities and Exchange commission on August 24, 2009 .

3.7	Amendment to Articles of Incorporation , filed as Exhibit Bylaws, filed as exhibit 3.1 filed on Form 8-K, filed with the Securities and Exchange commission on April 5, 2011

3.8	Amendment to Articles of Incorporation , filed as Exhibit Bylaws, filed as exhibit 3.1 filed on Form 8-K, filed with the Securities and Exchange commission on February 28, 2012

3.9	Amendment to Articles of Incorporation , filed as Exhibit Bylaws, filed as exhibit 3.1 filed on Form 8-K, filed with the Securities and Exchange commission on August 02, 2012

10.1	Stock purchase agreement - between Green Energy Renewable Solutions, Inc. and Blue Atelier, Inc. March 30, 2009 and filed as exhibit 10.1 with the registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on April 03, 2009

10.2	Purchase Agreement - between E Wold Interactive Inc. and the shareholders of Media and Technology Solutions, Inc. for the purchase of 100% of the outstanding stock of Media and Technology

10.3	Purchase Agreement - between Green Energy Renewable Solutions, Inc. to acquire the assets of Green Renewable Energy Solutions Inc. and filed as exhibit 10.1 on Form 8K filed with the Securities and Exchange commission on February 28, 2012

31.1	Certification of Principal Executive Officer and Principal Financial Officer Rule 13a-14(a) or 15d-14(a).

32.1	Certifications of Principal Executive Officer and Principal Financial Officer (18 U.S.C. Section 1350)

SIGNATURES

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

	Green Energy Renewable Solutions, Inc.

Date: August 19, 2013	By:	/s/ Joe DuRant, Chief Executive Officer
		Joe DuRant
		Chief Executive Officer

	By:	/s/ Roger Silverthorn, Chief Financial Officer
		Roger Silverthorn
		Chief Financial Officer

CIRQUE ENERGY, INC. - FORM 10-Q - August 19, 2013

Attached files

CIRQUE ENERGY, INC. Reports