0001144204-15-026542.txt : 20150430 0001144204-15-026542.hdr.sgml : 20150430 20150430160706 ACCESSION NUMBER: 0001144204-15-026542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150430 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150430 DATE AS OF CHANGE: 20150430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRQUE ENERGY, INC. CENTRAL INDEX KEY: 0001343979 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 650855736 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52438 FILM NUMBER: 15818515 BUSINESS ADDRESS: STREET 1: 645 GRISWOLD STREET STREET 2: SUITE 3274 CITY: DETROIT STATE: MI ZIP: 48226-4214 BUSINESS PHONE: 021-6888 0708 MAIL ADDRESS: STREET 1: P.O. BOX 214981 CITY: AUBURN HILLS STATE: MI ZIP: 48321-4981 FORMER COMPANY: FORMER CONFORMED NAME: GREEN ENERGY RENEWABLE SOLUTIONS, INC. DATE OF NAME CHANGE: 20120228 FORMER COMPANY: FORMER CONFORMED NAME: Eworld Interactive, Inc. DATE OF NAME CHANGE: 20070131 FORMER COMPANY: FORMER CONFORMED NAME: Saltys Warehouse, Inc. DATE OF NAME CHANGE: 20051109 8-K 1 v409018_8k.htm 8-K

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 30, 2015

CIRQUE ENERGY, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		000-52438		65-0855736
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

414 West Wackerly Street
Midland, Michigan		48640-4701
(Address of principal executive offices)		(Zip Code)

(248) 494-0080

(Registrant’s telephone number, including area code)

645 Griswold Street, Suite 3274
Detroit, Michigan		48226-4214
(Former address, if changed since last report)		(Zip Code)

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

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

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

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

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

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS.

Cirque Energy, Inc. (the “Company”) reported the death on April 25, 2015 of Joseph L. DuRant, its President, Chief Executive Officer, and Chairman of the Board of Directors (the “Board”).

The Company also announced the appointment of Roger W. Silverthorn as its President, Chief Executive Officer, and Chairman of the Board of Directors to succeed Mr. DuRant, effective April 26, 2015. Mr. Silverthorn had previously served as the Company’s Executive Vice President of Business Development and Secretary.

Separately, on April 30, 2015, the Board appointed Patrick Rogers to its Board effective immediately.

There are no arrangements or understandings between Mr. Rogers and/or any other persons pursuant to which Mr. Rogers was named as a director of the Company. Mr. Rogers does not have a family relationship with any of the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.

Other than as set forth herein, Mr. Rogers has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K by virtue of his appointment to the Board.

Between March 2010 and May 2013, Mr. Rogers was the Co-Agent and owner of First Data North American States. From May 2013 to the present, he was the Agent and owner of Ignite Payments Unlimited States. From September 2014 to the present, Mr. Rogers has been and continues to be the chief executive officer of The Laguna Group, Inc.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

On April 28, 2015, the Company issued a press release regarding Mr. DuRant’s death and the Company’s appointment of Mr. Silverthorn. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

On April 30, 2015, the Company issued a press release regarding the Company’s appointment of Mr. Rogers. A copy of the Company’s press release is attached hereto as Exhibit 99.2.

The information contained in this Current Report on Form 8-K furnished pursuant to Item 9.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit No.		Description
99.1		Text of press release issued by Cirque Energy, Inc. on April 28, 2015.

99.2		Text of press release issued by Cirque Energy, Inc. on April 30, 2015.

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 30, 2015	By:	/s/ David W. Morgan
		David W. Morgan
		Chief Financial Officer

EX-99.1 2 v409018_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Cirque Energy Reports Death of President and CEO Joseph L. DuRant and Names Silverthorn as Successor

DETROIT—(BUSINESS WIRE)—April 28, 2015—The Board of Directors of Cirque Energy, Inc. (OTC Pink: EWRL, the “Company”) today reported with deep sadness the sudden passing of Joseph L. DuRant, the Company’s Chairman, President and Chief Executive Officer. Mr. DuRant had led Cirque since he was named President of its predecessor company, Green Energy Renewable Solutions, Inc., in 2011. During his tenure, Mr. DuRant grew the Company to become a leader in the development of sustainable clean energy solutions focused on waste-to-energy projects.

Mr. DuRant, 54, died in Las Vegas, Nevada on April 25, 2015 following a brief hospitalization.

The Board has named Roger W. Silverthorn, 64, as Chairman, President and Chief Executive Officer. Previously Mr. Silverthorn had served as the Company’s Executive Vice President for Business Development and Secretary. He will continue to serve as a Director of the Company.

The remainder of the Company’s leadership team will continue with their present responsibilities. No changes are anticipated in the Company’s day-to-day business activities or plans.

“Joe was a wonderful colleague and a true inspiration to all of us at Cirque,” commented Silverthorn. “He was also a generous and caring person who did a great deal for the community. He will be missed, but we remain resolved to maintain and expand Cirque’s global presence as a tribute to our leader and friend. Our thoughts and prayers are with Joe’s family at this difficult time. We extend our condolences and strongest support to Joe’s loved ones.”

About Cirque Energy, Inc.

As an energy services company (ESCO), Cirque Energy, Inc. is focused on the generation and delivery of clean energy and energy efficient solutions, including combined heat and power (CHP) projects, industrial cogeneration, waste-to-energy, biomass, natural gas, and building energy efficiency improvements. Cirque provides these services to a diverse client base, including industrial and commercial customers; municipalities, universities, schools, and hospitals (MUSH); and federal, state and local clients.

Forward-Looking Statements

This release may contain forward-looking statements relating to the business of Cirque. All statements other than historical facts are forward-looking statements, which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. These statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated, believed, estimated or expected. These risks and uncertainties are described in detail in our filings with the Securities and Exchange Commission. Forward-looking statements are based on Cirque's current expectations and beliefs concerning future developments and their potential effects on Cirque. There is no assurance that future developments affecting Cirque will be those anticipated by Cirque. Cirque undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

Cirque Energy, Inc.:

David Morgan

Chief Financial Officer

Office: (888) 963-2622

davidm@cirque-energy.com

EX-99.2 3 v409018_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Patrick Rogers Joins Cirque Energy Board of Directors

MIDLAND, MI—(BUSINESS WIRE)—Cirque Energy, Inc. (OTC Pink: EWRL) has appointed Patrick Rogers to its board of directors. Mr. Rogers is the CEO of the Laguna Group, Inc., a television and film production company.

“Pat has exceptional expertise in the technology industry and will be a terrific addition to our board,” said Roger Silverthorn, Cirque Energy chairman and chief executive officer. “His deep experience in developing, financing, operating, and marketing early-stage companies will be incredibly valuable to Cirque’s continued growth.”

Mr. Rogers’ career spans more than three decades in the media, entertainment, technology, casino and gaming industries. He was the founder and CEO of Win Win Gaming, Inc., developing lottery opportunities throughout China, and he served as the president and CEO of Internet Gaming Solutions, Inc., an early leader in the development of regulated online gaming in Nevada. Earlier in his career Mr. Rogers was the Corporate Vice President of Eastern European Marketing for Mirage Resorts, Inc., focusing on Russian casino player development for the Bellagio and Mirage Hotel Resorts, and he served as the general manager of two casino operations for Players International Casino in Nevada and Illinois.

Mr. Rogers, 57, resides in Las Vegas, Nevada.