UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________________________________________________________
Date of Report (Date of earliest event reported): April 21, 2014
CIRQUE ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
Florida |
000-52438 |
65-0855736 | ||
(State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
645 Griswold, Suite 3274 Detroit, Michigan |
48226 | ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 888-963-2622
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
Attn.: Marc Ross, Esq.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. |
On December 20, 2013, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”), pursuant to which Asher advanced us $47,500 under an 8% Convertible Promissory Note (the “Note”).
Pursuant to the terms of the Note, it is an event of default if we fail to file quarterly or annual reports pursuant to the filing requirements of the Securities Exchange Act of 1934, as amended. We were unable to timely file our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We received a notice of default (the “Notice”) from Asher on April 15, 2014, demanding that we immediately pay the sum representing 150% of the remaining outstanding principal balance plus accrued but unpaid interest thereon plus default interest, which is 22% from the due date (the “Default Amount”).
If we fail to pay the Default Amount within 5 business days, Asher may, among other remedies, convert the Default Amount into shares of our common stock as provided under the terms of the Notes.
Prior to receipt of the Notice from Asher we were working with Asher to negotiate and complete a settlement of amounts owed by us under the Note, and are continuing to work with Asher to settle our obligations under the Note following receipt of the Notice.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CIRQUE ENERGY, INC. | |||
Date: April 21, 2014 | By: | /s/ Roger Silverthorn | |
Roger Silverthorn | |||
Chief Financial Officer |
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