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BBanbob,
What other option do you foresee besides a reverse split or an increase in shares? (I understand there are costs involved with each, and CRQE is insolvent).
That is a good question. I have thought of this subject also. According to the JDA, NOC can terminate at anytime for various reasons. One of those is the financial security of CRQE being in question. So, I would think that if NOC saw that this effort was futile, they would have already terminated the JDA.
As you may have already pointed out, they could very well be behind the recent share purchases, in order to gain the company/patents cheaply. Or another higher-profile company (Akuo) could be doing the same.
There is no doubt about the value of the technology, but the financial viability of this company is in peril right now. If CRQE were to fail, NOC/AKUO could access the patents through CE II LLC, privately owned by the CRQE leaders. I would hope their past integrity would preclude them from making this choice, though.
I am not a huge fan of the many alternate companies that the leaders of CRQE have set-up and intertwined with CRQE. That seems "cheesy" to me as an investor. But as a prior and current private business owner, I would probably do the same to protect my assets. It just leaves the public investors out on a cliff, though, if things take a downward turn.
BBanbob,
I don't know if you are attributing my posts over the last few weeks as "Strangers show up on our board", but I have been with this stock for over a year. I have posted before, but was usually ridiculed by the old-timers who seem to have an answer for everything.
As to why the PPS has not gone to $.0001, I believe it is mostly attributed to the Momo-Traders and Day-Flippers coming in here, thinking this is the bottom and they will be able to quick-flip the stock.
They know nothing about the stock background or filings. They just know their latest trend analysis pointed to this stock as being ripe for a bounce. Once they have either realized a gain, or figured out the PPS is dying, they will move on and the PPS will bottom at $.0001.
Tradeinman & Iceman, I appreciate this information and thank you for sharing it.
Now, you mentioned they were still "board members". Does this mean they are no longer in their executive-type positions, just board members now? Also, if they are not in their previous positions, has someone else taken on their roles?
Not according to his LinkedIn profile. It changed over the weekend. CRQE is out.
Well, unless you have a link that goes to an actual news release, I am going to have to say false.
Well, then please pump away. Try to get it close to a penny, this way I can exit my position with minimal loss. //Sarcasm//
No problem with using "technicals", but they are not dumping because volume is here. These long-term shareholders have been through higher volume days, with higher share prices, yet they did not sell then. Did you read the last 10Q, the company is insolvent.
So, what makes you think this company will increase in share value? Long-term shareholders are dumping. The stock count is maxed out and CRQE is insolvent. You have been here a few days. What is your outlook on the company? What is their major assets and business line? How is this business line progressing? Please tell us.
Except that, another long-term retailer posted yesterday that they were selling all their holdings today.
How about you tell me where the money from all these toxic investors (and the CRQE shareholders here) went? CRQE has no assets. Just contracts, that never seem to come to fruition, no money in the bank, and a maxed out share structure.
Hungry,
Yes, if CRQE goes from insolvent to solvent, and the merger with Cirque Energy II LLC is completed, they will reap the 43+ million shares. Those shares will be part of the CRQE that you and I own here, so we would benefit also.
But, if you were these owners, and you had another company with all the assets and value, that you own 100% of, would you merge just to share the windfall with the CRQE shareholders, and get your 43 Million shares?
Or in contrast, would you not merge, keep your private company with all the value (Cirque Energy II LLC), and have the whole value, not just a portion.
There is nothing that says they have to merge. Right now this contractual merging others are talking about only benefits the private company, that we do not have a piece of.
To keep funding that private company, or even issue their 43 million shares, CRQE would need to either increase the authorized shares or perform a reverse split, both of which they cannot afford right now, as they are insolvent.
Look at the last filing -- their CEO and CFO both signed that document, no matter who paid to have it completed. Through Sarbanes-Oxley, they are criminally liable for any mis-statement in that filing. So, do you think they just filed and signed that for fun, but hey, really everything is alright? Their statement has made others make investing decisions, and if it is knowingly wrong, they will be criminally liable.
So, the gentleman who is listed on CRQE's website as the VP of Engineering and Technology, actually has another job. His LinkedIn site says nothing about another job.
If this company was on the verge of something spectacular, wouldn't you expect the VP of Engineering and Technology to be so fully involved that he didn't have time for anything else?
Tradeinman,
Let's take a look at why they are current in their filings. Below are two recent posts by OMO on the subject. So, we can see that the toxic lenders forced the current filings so they can continue to convert their holdings. CRQE leadership did not have any intention (or funds) on getting current. CRQE has no money, they are insolvent. They cannot even afford to file to either increase the authorized shares or perform a reverse split, in order to obtain more shares to sell. Cirque Energy II LLC (Not CRQE) will continue, though, with all the assets we investors have paid for over the years. Again, who are the private shareholders in Cirque Energy II LLC? Yeah, you should keep trusting the leadership team.
onemessageonly
Thursday, 01/14/16 12:38:29 AM
Re: cbo post# 32043
Post # of 32242
I know!!!!! The company has reported erratically, Lenders have been not allowed to cover twice over a two year period. A "rough " calculation would be 12 months straight. They actually paid so the company could become current, allowing them to convert.
Square peg in a round hole type of thing.....love it!
onemessageonly
Thursday, 01/14/16 12:14:55 AM
Re: djpm3 post# 32036
Post # of 32242
Kind of..eh'. They are current which allows conversions. That's it. With regards to the second......no comment.
Study Silverthorn. Use metasearch always.
Cool_Lion,
"Are they legally bound to complete the merger with Cirque Energy II LLC?"
Have you ever seen this merger contract? I know it was PR'd in 2013, but funny how the actual agreement was never released. Wonder why?
Oh, there very well could be legacy wealth here. Just not for you and I.
IF CRQE and CE II LLC merge, it will only be after fully diluting and then a major reverse split, effectively nullifying anyone here with a large amount of CRQE shares.
Then (again if there is an actual merger) the exec's will be given their many millions of shares. But, would you actually complete the merger if you were the private owners of CE II LLC?
If they do, they will have the overall-majority of CRQE shares, plus all of their preferred items. If they don't, they have CE II LLC with all the valuable assets. It's a win-win for them.
But all of us shareholders, who have been funding this over the years by buying the shares of CRQE, will be in a lose-lose situation.
Also, what is to stop them from increasing the Authorized shares again to many billions? They did it without our vote last time.
Onemessageonly,
"It allowed cirque to share short term funding with Green Energy also gave them an equity option."
First, in your statement above, lets define the companies:
"Cirque" is actually CE II LLC, the privately held company.
"Green Energy" is actually CRQE, the public company we own shares in, that is now called Cirque Energy, Inc. Why keep using it's old name?
So, when you say it allowed Cirque II LLC to share short term funding, is that quick-speak for exactly what I said -- CRQE is funding CE II LLC?
What benefit does CRQE get from this contractual merging you speak of, except to raise toxic debt and fund CE II LLC?
CRQE is a shell with no assets. What is the money used for if there is no business or assets in CRQE, except for writing contracts that don't seem to ever come to fruition? The money is funding CE II LLC (private company) projects and subsidiaries. CE II LLC is owned by the people who run CRQE. Yes, they are obviously very smart gentlemen.
CRQE shares are the funding-source for the privately held Cirque Energy II LLC. Once the shares are maxed out (900M), there will have to be a reverse split. Then, CE II LLC MAY contemplate merging -- but really, would you if you were the private owners of CE II LLC?
Best bet here for longs is to wait for CRQE to put out another PR about signing a contract to provide power to another obscure place (never to be heard of again), then on the run-up to $.01, sell into the run. Later, after the reverse split (if the split is not just to run up shares again for more funds) and an actual merger, then buy in for the run-up.
Well, once they reverse-split your millions of shares down to a few thousand, does it really matter? They will own 90%+ of the company and you (we) will own a thimble-full. All done on your investment. Who sews and who reaps?
I like that word: "consolidate". In layman's terms it means reverse split, after diluting the stock to maximum capacity for funding.
I can see this being an option for them, if they were to actually merge CRQE with CE II LLC. But, how does that fare for the average investor here? What will the level of reverse split be? Will some of these investors with enough shares to almost have to "report", be left with a few thousand shares, while CRQE/CE II LLC leaders gift themselves millions of shares (after the reverse split of course).
So Option 1 is there is never a merger and CE II LLC private owners profit, while CRQE shareholders go into liquidation.
OR Option 2, where the shares are diluted up to the maximum (right now 900 Million), with a subsequent reverse split down to a nominal number for all investors -- then lastly, a merger with the gifting of 43 Million+ shares to each of the executives.
Neither scenario seems to work out for all the CRQE shareholders buying into this dream and funding this company right now.
The assets and value are in Cirque Energy II LLC (privately-held LLC). It looks like Cirque Energy, Inc, could be a shell company amassing toxic-debt, with the funds then used to build Cirque Energy II LLC and its subsidiaries.
Now, who owns the privately-held Cirque Energy II LLC? Seemingly, not you, me or any other IHUB investor. You see, the merger was publicized, but never completed.
Where did all the money from the debt instruments go? Trace the money and assets.
So, if Cirque Energy II LLC should come out of this in a great position, do you really think the planned "merger" with Cirque Energy, Inc, will be completed? Would you complete the merger with a toxic-debt-laden (& massive share-count) public company if you owned all the shares in a valuable private company?
I agree with some of the old-time posters -- The people in charge here are very smart gentlemen. But, we may disagree on why.
Onemessageonly,
While we may see things slightly different, I do wish to thank you for graciously and politely answering my questions. Thanks.
So, If I understand you correctly, Cirque Energy II LLC is a privately held LLC that we are in co-development with at this point. Also, Cirque Energy II LLC is owned by the individuals you listed, and it contains all the valuable assets that most Cirque Energy Inc shareholders believe they own via past agreements/mergers, that have actually not been consummated.
So, this may very well work out good for the private owners of Cirque Energy II LLC, but what about the shareholders (like here on IHUB) who own Cirque Energy Inc, and believe that we have a part in these assets? What happens if the assets materialize into a profitable product, yet there is never a merger consummated? Are we, the shareholders in the public company left with a bag of debt, only able to watch a private company profit from our investment dollars, since that is where our money is being spent?
If you owned all the shares in a private LLC that made it big, would you merge with a debt-ridden public company?
So, your inference is that the information given in the press release was not carried out. I can understand that -- keeping the assets separate to protect them. So, who owns Cirque Energy II LLC and its assets? Since that is where the assets remain at this time. Also, does this conclusion mean that we, the Cirque Energy shareholders own nothing but debt instruments in an empty shell company, and an agreement that one day we might merge fully with Cirque Energy II LLC.
Onemessageonly,
Part of your posted statement reads:
The filing with the State was done and as soon as the stamped copy is received the shares will be issued upon receipt. This will complete the transaction for reporting purposes.
So, in over 2+ years, they have not received the stamped copy or issued the shares? If they have, then the transaction would be fully complete for reporting (accounting) purposes.
Onemessageonly,
Why does their latest 10Q state the merger/contribution agreement has not been consummated, but their press release from May 16, 2013 say the merger is complete? Which one is it, and why is there a difference in the corporate communications.
JWblue83,
I don't think it has anything to do with our country. It has everything to do with the company and its management team.
Rich2,
Did Cirque catch up on their financials or did their toxic investors do it?
BBANBOB,
"One would have to consider any termination of the JV with NOC to be a MATERIAL EVENT,and IMHO would have to be disclosed in an 8K filing..
FWTW"
While I agree with you on this, the JDA has a termination period of two years from November 2015. See below:
5.9. The expiration of two (2) years from the effective date hereof, provided, however, if the Program is still under consideration by Northrop Grumman senior management upon the expiration of the (2) year period, this Agreement shall continue in force until terminated pursuant to one of the foregoing conditions.
I believe the JDA is still in place, but could be terminated due to the time-line expiration or other factors listed in the termination section, like the financial condition of Cirque:
5.1. Any material change to CIRQUE capabilities or other attributes (e.g., size status; financial stability) that is significant to the basis on which Northrop Grumman has entered into this Agreement, as reflected in the recitals to this Agreement;
5.6. A filing of a bankruptcy petition or other material adverse financial change by either Party;
This would give NOC an out if Cirque fails financially. Also, since all the NOC desired assets may/could be under Cirque Energy II LLC, then all NOC has to do to keep the program running is now produce another JDA with CE II. Who own's CE II? Doesn't look like the shareholders of Cirque Energy Inc own anything except debt, in a company with a share price in the .002's.
Since I own stock in this company, I will trust the above scenario does not come to fruition, but I will also not invest anymore until I am more confident of the company's path.
A synopsis (IMO) of their latest 10Q company predecessor info:
1998: Salty’s formed
2006: Owners of 22.5M shares of Salty’s sold to 54 investors, who changed the name to EWorld Interactive, Inc.
2008: EWorld got rid of all subsidiaries and became a shell
2009: EWorld does a 40 to 1 reverse split, then enters into an agreement with Blue Atelier, where Blue Altelier becomes 75% shareholder.
2010: EWorld acquires 100% stock of Media and Technology Solutions (MTS) for 10M EWorld shares. Blue Atelier was the principle shareholder in MTS, now it is EWorld – which is majority owned by Blue Atelier. EWorld also moves to Las Vegas.
2011/12: EWorld enters a Letter of Intent to buy Green Renewable Energy Solutions, Inc. (GRES) assets. EWorld also changes it’s name to Green Energy Renewable Solutions (GERS). GERS does a 5 to 1 reverse split in January 2012, then spins out Eworld and MTS subsidiaries into separate private companies. In February 2012, GERS finalizes the purchase of GRES.
2013: In April, GERS forms Green Harvest Landfill, LLC, but the deal to purchase a landfill operations under this subsidiary does not materialize. The Green Harvest Landfill LLC is still an active LLC.
2013: In May, GERS enters into an agreement to purchase all Cirque Energy II LLC assets in exchange for GERS stock. Included in the CEII LLC assets are: The Prototype Company LLC; Gaylord Power Station LLC; Midland renewable Energy Station LLC.
**According to the latest 10Q, this agreement has not been consummated yet, although the Cirque Energy Inc. website says it has been.
2013: In July, GERS changes its name to Cirque Energy, Inc.
Note: Blue Atelier's Director is Frank Doherty and the RA is The Texas Connection, Inc. What I have not found yet is the amount of shares (if any) Blue Atelier still owns of Cirque Energy, Inc. Also, I have not found who the shareholders (or members) of Cirque Energy II LLC are as of yet.
Cirque Energy, Inc. could be a well planned company, using separate companies to protect its assets, or it could be a company that has put all its value in a separate private company who will one day reap the rewards, while Cirque Energy, Inc. is left with the debt. I do not know which scenario will play out. But, I do believe the NOC JDA is with Cirque Energy, Inc., not the other companies, which bodes well for our investment. The key is completing the merger with CE II LLC.
Cirque Energy, Inc: RA=Barbara Moran, formed in 1998 (the predecessors, i.e Salty’s)
Cirque Development Company LLC: RA= Wittebort, formed 12/29/2008
Cirque Energy LLC: RA=Cote, also listed as a single member LLC, formed 8/10/2009
Cirque Energy II LLC: RA= Cote, formed 2/1/2012
Cirque Energy III, Inc: RA=Dave Morgan, formed 2/9/2015
Cirque Gasification Systems LLC: RA=Silverthorn, formed 5/6/2015
Cirque Biomass Holdings LLC: RA= Silverthorn, formed 5/7/2015
*RA is Registered Agent.
Note: I believe Cirque Energy III, Inc. is just the in-state (Michigan) legal entity for Cirque Energy, Inc. to do business in the state as a foreign entity. Cirque Energy, Inc. is a Florida corp. All other entities were formed in Michigan.
I don't believe the Nesky/Cirque Group LLC or the Cirque LLC are part of the Cirque Energy group. Cirque Group LLC is a single member LLC, with just Nesky. Also, Cirque LLC was formed in 1998, well before any other use of the Cirque name or even the EWRL-predecessors getting into the energy field.
Next, I wonder about Cirque Energy LLC, which lists Cote as the sole member, not just the Registered Agent. Obviously Cote is part of the Cirque leadership, but he has formed his own LLC with the Cirque name.
JV44, what filings?
The way I read the solicitation (from the actual website), it is the Navy Facilities Engineering Command looking for submittals for a requirement that seems to fit into the CRQE/NOC DGU scope. So, this could be an avenue CRQE/NOC would probably be interested in. Good find Makenlight.
Wow, what a difference a week makes in some people's views. Last week, I was an infidel for stating the same things. Well, welcome to the non-lemming side of the house.
RJM427 AKA GoatWrestler
Yes, the Form 12b-25 is the form filed, but in EDGAR it is designated as the NT-10Q. So if semantics is your issue, you are right with the exact form name, but EDGAR lists it differently. So, why do you think it has not been filed?
So, would they not have filed an NT-10Q then, to keep within SEC guidelines for late filings? Companies file a NT-10Q if there is an event that will delay normal filing, such as a merger/acquisition, but CRQE has not filed this form within the 45 day window.
The filing is a retro-look. In other words it reports what has already happened. If something is yet to happen, it would not be included in the filing, unless it falls into the criteria to belong in the footnotes. Knowing that GAAP rules are conservative, and most companies usually only list required forward looking liability contingencies in the footnotes*, the thought that CRQE is holding off filing due to a future acquisition seems outside of the box.
If something has happened either before or after the date of the required filing, such as an acquisition, contractual agreement for an acquisition, or financing for an acquisition, CRQE would be required to announce this within four business days IAW the SEC rules. Since this has not happened, then there must be another reason they are going to be late with their filing.
*Note: There are other items and issues listed in the footnotes, but I am referring to the CRQE matter discussed here.
You misconstrued my posts. I am not complaining about the stock price either up or down. I am simply discussing two separate subjects. 1. Why have we not seen a Definitive Agreement and PPA pertaining to Cat Cay, when it was due July 31, and it would be a material event. 2. An individual made a statement that a CRQE contracted IR firm gave out other material information over the phone, prior to any public announcement on the issue.
Look, I own this stock, but I am not just going to sit by idly while either management misses their deadlines or an IR firm puts out unannounced material information (if it actually occurred).
You can say that a few more times if it makes you happy, but you have not answered the question.