Early retired from civil service 8 April 2022
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For those waiting on the "we are on the cusp of major announcements", you'll have a chance to pick up some cheaper shares this week. I'll be selling mine and I know others are getting out as well. I hope CRQE does take off and I'll gladly jump back in at higher prices and with a stronger outlook. My opinion only, but there's no way for them to come out of this without writing off the company "bankruptcy". They have no money and by their own words they are now insolvent.
This is going down as just another penny stock that screwed the long time shareholders.
Good luck to you all.
LCJR
Are we sure the joint venture is still in effect and hasn't been discontinued? That does happen quite often and I'm considering that a possibility since there hasn't been any news or updates from either company. They don't have to send out any type PR or news release if things just don't work out or get cancelled.
Perhaps somebody has connections at Northrop Grumman instead of trying to reach Cirque Energy?
Really just thinking out loud here and don't mean to sound negative. Just considering all possibilities.
Thanks for this excellent DD report Pete! I'm excited about the progress Blue Sphere is making and the future they have in this market.
I'm very interested and curious about their plans to leave the OTCBB and list on the American Stock Exchange (AMEX) or NASDAQ. I've seen how other companies do this through some type of reverse split (see WKHS last month) and am hoping they can achieve this without a split.
I would appreciate any input or insight you or others may have on this and maybe your opinion on what's about to happen with BLSP in the near future. Of course I understand this is not advice of any kind, but rather just conversation and personal opinions.
GLTA!
LCJR
Blue Sphere Breaking Industry News
US Government Extends Investment Tax Credit
CHARLOTTE, NC / ACCESSWIRE / January 11, 2016 / Blue Sphere Corp. (OTCQB: BLSP) (the “Company” or “Blue Sphere”), a clean energy company that develops, manages and owns waste-to-energy projects, announced today that it is pleased that the United States government has passed a bill extending the Investment Tax Credit (ITC) for an additional two years. The ITC will not change until the end of 2019. The bill also extends the bonus depreciation for five years at 50% for the first three years and then phased down to 40% is 2018 and 30% in 2019*.
The Renewable Energy ITC is allowed under section 48 of the Internal Revenue Code. This investment tax credit varies depending on the type of renewable energy project.
Some of the Blue Sphere waste to energy projects may be eligible for credit of 30% of the cost of development, with no maximum credit limit. The ITC is generated at the time the qualifying facility is placed in service. The extension of the ITC will keep the credit at 30% through 2019.
The ITC has been an effective tool in helping to finance the Company’s waste-to- energy projects in the United States. Blue Sphere along with its partners have taken advantage of these incentives while developing biogas facilities in North Carolina and Rhode Island. This extension provides the Company with additional incentive to further develop new facilities in the US.
*Source: Baker Botts Update December 2015.
About Blue Sphere Corporation
Blue Sphere Corporation operates in the fast growing clean-tech sector as a waste-to-energy project integrator. Blue Sphere develops waste-to-energy and other renewable energy projects. The Company is becoming a key player in the global waste-to-energy and renewable energy markets. For further information, please visit the Company’s website: www.bluespherecorporate.com.
Forward-Looking Statements
This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995), which are subject to risks and uncertainties and may change at any time. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors including, without limitation, (i) uncertainties regarding general economic and market conditions, (ii) uncertainties regarding changes in the Clean tech sector, (iii) uncertainties regarding implementation of the Company’s business strategy, and (iv) other risk factors as outlined in the Company’s periodic reports, as filed with the U.S. Securities and Exchange Commission. As such, there is no assurance that the initiatives described in this press release will be successfully implemented or meet expectations. Forward-looking statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such statements that may become untrue because of subsequent events.
Contact Information:
Tactical Growth Partners, LLC
212-355-5134
info@tgpny.com
www.tacticalgrowthpartners.com
www.launchpadir.net
SOURCE: Blue Sphere Corp.
https://www.accesswire.com/435493/Blue-Sphere-Breaking-Industry-News
Agreed! Once this project (boiler feedwater treatment system) is complete and operational, other companies will get visibility of the OriginClear Group and see the advantages of joining.
As you stated, shareholders will also increase. Opportunities to get in on an investment like this at this price point is extremely rare. I'm adding to my shares on a constant basis.
GLTA!
Not bashing here, just ensuring everyone read the new requirements for these OTC stocks.
I've been following this company for a few years now and finally sold off my shares. This stock will join many others come 2017 in being de-listed due to not meeting the mandatory requirements. That's just one year away.
One has to wonder what will happen to all the shares you own once this is de-listed.
Just food for thought.....
I'm really excited to see who the next company will be to join the group. I'm also hoping they demonstrate their abilities on some sort of disaster or cleanup project, or demonstrate how they can help out with the fracking issues. This of course publicized across the globe! Then we'd have tons of folks jumping on board!
Not trying to start anything, just asking what you guys see I don't. This report shows there's nothing left of the company, that they have no money left and no way to get more, and are insolvent. So I'm asking what there is to hold on to??? I'd hate to sell and then somebody buys them out and our shares...
O what's CRQE going to do come 2017 with the new OTC listing requirements? Perhaps they go private until they get their operations producing revenue? They have this year to either release news and show the SEC they are within regulatory requirements or get delisted.
This was just posted on Yahoo:
http://biz.yahoo.com/e/160106/crqe10-q.html
6-Jan-2016
Quarterly Report
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 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.
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.
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 relatively low prices of natural gas (which have ranged between $2.80 and $3.80 during the first nine months of 2015) and high electric utility prices, the opportunities for onsite combined heat and power projects have never been greater. Cirque sees many opportunities at facilities in the municipal, university, schools and hospital market and industries that burn natural gas. Typically, 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.
Results of Operations
Below is a comparison of results of operations for the three months and nine months ended September 30, 2015 and September 30, 2014.
The Company reported a net loss of $1,314,993 for the three months ended September 30, 2015 versus a net loss of $608,166 for the three months ended September 30, 2014. The Company reported a net loss of $2,399,121 for the nine months ended September 30, 2015 versus a net loss of $2,585,815 for the nine months ended September 30, 2014.
For the three months ended September 30, 2015, the primary contributors to the net loss of $1,314,993 were a loss on derivative liability of $653,623, executive and directors' compensation expense of $198,746, professional fees of $138,831, and a loss on settlement of promissory convertible notes of $137,203.For the three months ended September 30, 2014, the primary contributors to the net loss of $608,166 were executive and directors' compensation expense of $282,204, amortization of debt discount of $193,734, and interest expense of $124,837.
For the nine months ended September 30, 2015, the primary contributors to the net loss of $2,399,121 were executive and directors' compensation expense of $706,357, a loss on settlement of promissory convertible notes of $625,616, professional fees of $333,069, amortization of debt discount of $262,847, interest expense of $173,699, and derivative expense of $135,215. For the nine months ended September 30, 2014, the primary contributors to the net loss of $2,585,815 were amortization of debt discount of $735,142, executive and directors' compensation expense of $717,073, interest expense of $392,611, other financing costs of $346,250, a loss on settlement of promissory convertible notes of $324,082, derivative expense of $191,921, loss on settlement of debt of $171,564, and professional fees of $159,703, which were only partially offset by a gain on derivative liability of $730,200.
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 nine months ended September 30, 2015, net cash used in operating activities totaled $(397,639). Cash provided by financing activities was $396,485, 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 $848.
Cash Flow Requirements for Operations
As of September 30, 2015 the Company had available cash of $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 and preferred shares to fund our operating cash requirements. However, these sources of cash are no longer available to us. As of January 6, 2016, the Company had available cash of $(3).
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 $17,512,324 at September 30, 2015. The Company is 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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or financing activities with special purpose entities.
Thank you Sir, just making sure. Hopefully we'll hear something else soon.
Meanwhile I'll be adding a bit more this week but after that I'm holding out for updates.
Have a great day you all,
LCJR
I just saw this on Yahoo Finance. It's a 10Q dated 18 Dec.
Sorry if this has already been posted!
http://biz.yahoo.com/e/151218/crqe10-q.html
Form 10-Q for CIRQUE ENERGY, INC.
--------------------------------------------------------------------------------
18-Dec-2015
Quarterly Report
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 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, 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.
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.
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 low prices of natural gas (which has ranged between $3.00 and $3.80 during the first six months of 2015) and high electric utility prices, the opportunities for onsite combined heat and power projects have never been greater. Cirque sees many opportunities at facilities in the municipal, university, schools and hospital market and industries that burn natural gas. Typically, 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.
Results of Operations
Below is a comparison of results of operations for the three months and six months ended June 30, 2015 and June 30, 2014.
The Company reported a net loss of $1,100,132 for the three months ended June 30, 2015 versus a net loss of $1,347,334 for the three months ended June 30, 2014. The Company reported a net loss of $1,084,128 for the six months ended June 30, 2015 versus a net loss of $1,977,651 for the six months ended June 30, 2014.
For the three months ended June 30, 2015, the primary contributors to the net loss of $1,100,132 were a loss on settlement of promissory convertible notes of $332,199, executive and directors' compensation of $238,793, interest expense of $142,546, amortization of debt discount of $98,029, professional fees of $91,811, and a loss on derivative liability of $75,314.For the three months ended June 30, 2014, the primary contributors to the net loss of $1,347,334 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 $110,972, a loss on settlement of promissory convertible notes of $83,376, and a loss on derivate liability of $83,192.
For the six months ended June 30, 2015, the primary contributors to the net loss of $1,084,128 were executive and directors' compensation expense of $507,611, a loss on settlement of promissory convertible notes of $488,413, amortization of debt discount of $219,105, professional fees of $194,238, and interest expense of $119,907, which were only partially offset by a gain on derivative liability of $599,715. For the six months ended June 30, 2014, the primary contributors to the net loss of $1,977,651 were amortization of debt discount of $541,408, executive and directors' compensation expense of $434,870, 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 $142,997, which were only partially offset by a gain on derivative liability of $677,082.
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 months ended June 30, 2015, net cash used in operating activities totaled $(344,679). Cash provided by financing activities was $347,985, 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.
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 30, 2015 the Company had available cash of $5,308. 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 to fund our operating cash requirements. However, these sources of cash are no longer available to us. As of December 18, 2015, the Company had available cash of $11. The Company is essentially insolvent.
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 $16,194,831 at June 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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements or financing activities with special purpose entities.
This will be moving to .16 soon enough. I'll be adding to my shares as this continues. According to their plan they want to list on a real exchange so I'm assuming they'll do this like WKHS did last month.
I sent them an email today asking for them to post or issue an update but I highly doubt they will respond.
Blue Sphere completes acquisition of 4 biogas facilities in Italy
By Blue Sphere Corp. | December 21, 2015
Blue Sphere Corp., a clean energy company that develops, manages and owns waste-to-energy projects, recently announced that on Dec. 14 the company, through its wholly owned subsidiaries, has completed the acquisition of four operating biogas facilities in Italy, a major milestone in the company's history.
Blue Sphere has acquired 100 percent of the stock of Agricerere S.R.L., Agrielektra S.r.L., Agrisorse S.r.L. and Gefa S.r.L. Individually, each fully operational facility generates 1 MW of electricity per hour which is sold to Gestore del Servizi Energetici GSE S.p.A., a state owned company that promotes and supports renewable energy sources in Italy, under a power purchase agreement (PPA) that runs through Dec. 31, 2027.
The four biogas facilities combined are expected to generate approximately €8.4 million or the equivalent of approximately $9.24 million in annual revenue. The four biogas facilities combined will generate a minimum of €3.76 million or the equivalent of approximately $4.14 million in annual EBITDA. The annual EBITDA of each biogas facility is guaranteed by Austep S.p.A, our operating partner and a global leader in waste to energy technology and management. The Austep S.p.A financial guarantee is further backed by an insurance policy underwritten and issued by a leading insurance provider. Pursuant to its agreements with Austep S.p.A., Blue Sphere expects to receive the annual guaranteed EBITDA, and Austep S.p.A. will receive any revenues in excess of the guaranteed EBITDA.
The enterprise value of these four facilities as stated by Innovatec S.p.A, is approximately €24 million or the equivalent of approximately $26.4 million.
The company paid €5.2 million or the equivalent of approximately $5.72 million, plus closing costs to acquire all four biogas facilities including the assumption of certain debt associated with the acquisition of each facility. Fifty percent of the cash component of the purchase price plus closing costs was paid at closing, with the balance due three years from the closing date. Blue Sphere was provided with €2.9 million or the equivalent of approximately $3.19 million of capital from Helios Energy Investments to complete these acquisitions.
These acquisitions represent only four transactions of a pipeline of 25 biogas facilities that the company is evaluating for acquisition in Italy alone. With these transactions Blue Sphere has developed a network of brokers, consultants, legal and accounting experts that will allow for further expansion into the European marketplace
"We are very excited to complete these acquisitions as they represent major milestones and proof of concept in the execution of our model of acquiring, building and operating waste to energy projects around the world. We are very pleased to announce that with the completion of these transactions, we have completed 100 percent of the company's goals for 2015," said Shlomi Palas, the company's CEO.
I don't think it's plugged into the grid yet. Their website says sometime 1st quarter 2016. Then we have to give them time to accumulate revenue.
I'm not worried because I'm not day-trading this. I'm holding for 3-5 years when this company is out of the OTC market and is recognized as a leader in their field. What they're doing costs money and they're just now getting their power plants finished. They have to pay their debts in order to get more funding later (if needed). That's how it is with companies just starting up and trying to get established. If this isn't what someone's wanting to accept then the new startup companies aren't a wise investment for them. This is going to be something great, but that will take more than a few quarterly ER's of solid revenue. Wait until thier power plants are finished and plugged into the grid. Give them time to accumilate revenue and then do an analysis to base your findings.
Here's what I see:
Corporate Overview:
http://bluespherecorporate.com/wp-content/uploads/2015/12/BLSP-Corporate-Presetention-December-18.pdf
Corporate Presentation:
http://bluespherecorporate.com/wp-content/uploads/2015/12/BLSP-Corporate-Presetention-December-18.pdf
NC Project:
http://bluespherecorporate.com/charlotte-north-carolina-usa-2/
RI project:
http://bluespherecorporate.com/groundbreaking-may-28-2015/
Italy projects:
BLSP has acquired 100% of Kinexia SpA rights, interest and title in four biogas projects in the
Vigevano area in Italy. Each plant has an agreement in place with a local utility to sell its power production.
BLSP’s pipe line in Italy with a similar strategy contains over 10 more targeted opportunities. These
projects deliver $4.2million in EBITDA.
Israel Projects:
BLSP signed a memorandum of understanding (“MoU”) to develop in Israel, a 5mw biogas project
with an Israeli state-owned company.
The MoU further contemplates that after three years of operation, the Israeli State-owned company has
the option to purchase up to a 50% ownership stake in the project at fair market value.
I'm sure we'll hear something one way or the other soon. I'm not really not expecting anything from any company during this time of year. I'm hoping my the end of the quarter, like end of March.
Happy Holidays to everyone!
I grew up outside OKC and still have family there. I hear all the time about the ice storms or heavy winds that demolish forestry. Most of the rubbish is simply thrown away as scrap. What a shame.
I'm picking up a few shares today as well.I hope this starts taking off in 2016. I'm going to keep adding as I can.
Go OriginClear!
IF they continue in the direction they currently are, yes. They have operations in Israel and want to aquire more. They have just purchased 4 of the 7 plants tehy want in Italy. They have the NC and RI plants that are just about complete. I'm not sure they can conitue at this pace continually, but if they do and keep building and/or aquiring more plants the Market Cap and Share Price will take care of themselves. This is a virtually untapped market and BLSP is digging in and claiming ground. This is going to get huge buddy, not just for us and BLSP but for the other companies just getting started in this market as well. This is something our environment HAS to have.
Good luck and stay tuned!
Well there will always be day traders not tied to any particular stock and some may have gotten in well below .02 and are taking profits. Some may be taking profit with the plans on buying back in after the next dip giving them more or additional shares than they had at no additional costs besides the transaction fees.
I for one am not taking those chances. I'm holding this stock until this company is registered on the NYSE and the share price is over $5. I see this in three years time.
Blue Sphere Completes Acquisition of Multiple Biogas Facilities in Italy
Acquires Operating Facilities With Financial Guarantees
CHARLOTTE, NC--(Marketwired - Dec 17, 2015) - Blue Sphere Corp. (OTCQB: BLSP) (the "Company" or "Blue Sphere"), a clean energy company that develops, manages and owns waste-to-energy projects, announced today that on December 14, 2015 the Company, through its wholly-owned subsidiaries, has completed the acquisition of four operating biogas facilities in Italy, a major milestone in the Company's history.
Blue Sphere has acquired 100% of the stock of Agricerere, S.R.L., Agrielektra, S.r.L., Agrisorse, S.r.L. and Gefa, S.r.L. Individually, each fully operational facility generates one megawatt of electricity per hour which is sold to Gestore del Servizi Energetici GSE, S.p.A., a state owned company that promotes and supports renewable energy sources in Italy, under a power purchase agreement (PPA) that runs through December 31, 2027.
The four biogas facilities combined are expected to generate approximately EUR 8,400,000 (Euros) or the equivalent of approximately $9,240,000 (U.S. Dollars) in annual revenue. The four biogas facilities combined will generate a minimum of EUR 3,760,000 (Euros) or the equivalent of approximately $4,136,000 (U.S. Dollars) in annual EBITDA. The annual EBITDA of each biogas facility is guaranteed by Austep, S.p.A, our operating partner and a global leader in waste to energy technology and management. The Austep, S.p.A financial guarantee is further backed by an insurance policy underwritten and issued by a leading insurance provider. Pursuant to its agreements with Austep, S.p.A., Blue Sphere expects to receive the annual guaranteed EBITDA, and Austep, S.p.A. will receive any revenues in excess of the guaranteed EBITDA.
The enterprise value of these four facilities as stated by Innovatec, S.p.A, is approximately EUR 24,000,000 (Euros) or the equivalent of approximately $26,400,000 (U.S. Dollars).
The Company paid EUR 5,200,000 (Euros) or the equivalent of approximately $5,720,000 (U.S. Dollars), plus closing costs to acquire all four biogas facilities including the assumption of certain debt associated with the acquisition of each facility. Fifty percent of the cash component of the purchase price plus closing costs was paid at closing, with the balance due three years from the closing date. Blue Sphere was provided with EUR 2,900,000 (Euros) or the equivalent of approximately $3,190,000 of capital from Helios Energy Investments to complete these acquisitions.
These acquisitions represent only four transactions of a pipeline of twenty-five biogas facilities that the Company is evaluating for acquisition in Italy alone. With these transactions Blue Sphere has developed a network of brokers, consultants, legal and accounting experts that will allow for further expansion into the European marketplace
"We are very excited to complete these acquisitions as they represent major milestones and proof of concept in the execution of our model of acquiring, building and operating waste to energy projects around the world. We are very pleased to announce that with the completion of these transactions, we have completed 100% of the Company's goals for 2015," said Shlomi Palas, the Company's CEO.
For more detailed information, please refer to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 17, 2015.
Looks like somebody is looking for another job or challenge? David's LinkedIn account says he created his own website and is looking for comments. Www.davidwmorgan.com
If the ASK would drop a little I would pick up some more. With the Holiday Season upon us, I think everyone is watching their wallets. hahaha. I wish everyone a very safe and enjoyable Holiday Season.
Well we still have a few days before the end of the year but you know there's never a big project like these that stay on course or budget. Seems there's always something that increases the original cost estimate or prolongs the startup date. I have faith and patience. Besides, this gives us more time to add shares. Lol
Now this is an interesting discussion that everyone here can join in on. First, this is an outstanding achievement for any company on the OTC, but also there's specific guideline or restrictive requirements that the company would have to meet before being allowed on the NASDAQ or other exchange, such as stock price, volume, minimum cap value, etc.... no negative thoughts here mind you, just want to discuss all the bases. I'm excited!
Thanks again 867. I can't respond to PMs but I get and read them. Ok, I'm cheap and keep this level account for now. haha. I just added some more but am at my limit until next week sometime. This is an amazing opportunity and wish I could have bought more.
Can't wait to see what happens with this!
LCJR
So, managed to get some more before Thanksgiving. Wish it could have been more but at least I'm in before this takes off. Happy Thanksgiving to all of you.
LCJR
Thanks 867!
Well I'm in and will increase my position each payday but not at the level you guys are. Lol. Wish I could but have other things running in the background that also take funds. Hopefully I can accumulate enough to make a difference before this gets too expensive. Lol
Thanks 867. I just got in and will add more tomorrow. This does look promising and I really like their business plan. I'll be hanging out reading the news and the comments from you guys as I'm hanging onto this one.
When do you see. 25? Soon or sometime mid 2016 or later?
How is it that this insane amount of volume doesn't change the share pprice?
Without news from the company this won't do anything but slightly flex due to investors reorganizing their portfolio. Once the company puts out an announcement this will pop, but until then it's just sitting allowing us to accumulate more. If you have enough already then this waiting period will be boring.
Agreed. They have a bit to go before they can meet the minimum NASDAQ qualification standards. They may be able to get onto the American Stock Exchange first, but I'd wait and do it right if I were them. First get some more acquisitions and then worry about the share price. They'll need a well known analyst company to rate them and determine their fair value and then they can work toward the NASDAQ standards.
Hoping to get some news soon. Don't need everyday hype like some companies throw out, but we're waiting on news for the connection to the grid. It's ok if they're delayed, but I would just like to know the status. Anybody hear anything?
My opinion only, but this is not a pump and dump stock. This answers the mail on several issues we have with water cleanup due to spills and water treatment for agriculture purposes. This is not an overnight get rich quick scheme, as there are several moving parts that take time. Again, just my opinion but I'm investing in this for sure.
Exactly, that's why I'm so excited! Just a matter of time before it all comes out.
I'm still excited about those current hiring actions and then the following Operations positions openings. We'll hear something soon I'm sure. This is the news I'm waiting for. Holding strong and looking to add more soon.
Go CRQE!