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EX-32.1 - CERTIFICATION - FairWind Energy Inc.fwdr_ex321.htm
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EX-31.1 - CERTIFICATION - FairWind Energy Inc.fwdr_ex311.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE) 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2016

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to ______

 

Commission File No. 000-55383

 

FAIRWIND ENERGY INC.

(Exact name of registrant as specified in its charter)

 

Nevada

46-2876282

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

32932 Pacific Coast Highway, #14-254

Dana Point, California 92629

(Address of principal executive offices, zip code)

 

(949) 933-5411

(Registrant's telephone number, including area code)

 

________________________________________________________________

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

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer

o

Accelerated filer 

o

Non-accelerated filer

o

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of July 11, 2016, there were 6,017,406 shares of common stock, $0.001 par value per share, outstanding.

 

 

 
 
 

 

FAIRWIND ENERGY INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2016

 

INDEX

 

Index

Page

Part I. Financial Information

Item 1.

Financial Statements

4

Balance sheets at May 31, 2016 (Unaudited) and August 31, 2015.

5

Statements of operations for the nine and three months ended May 31, 2016 and 2015 (unaudited).

6

Statements of cash flows for the nine months ended May 31, 2016 and 2015 (unaudited).

7

Notes to Financial Statements (unaudited).

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

12

Item 4.

Controls and Procedures.

12

Part II. Other Information

Item 1.

Legal Proceedings.

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

13

Item 3.

Defaults Upon Senior Securities.

13

Item 4.

Mine Safety Disclosures.

13

Item 5.

Other Information.

13

Item 6.

Exhibits.

14

Signatures

15

 

 

2

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of FairWind Energy Inc., a Nevada corporation (the "Company"), contains "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of oil and gas prices, the possibility that equipment development efforts will not produces equipment that prospective customers want to purchase, the Company's need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company's filings with the Securities and Exchange Commission ("SEC").

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management's experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 

3

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

FairWind Energy, Inc.

May 31, 2016 and May 31, 2015

Index to the Financial Statements
 

Contents

Page(s)

 

 

Balance sheets at May 31, 2016 (Unaudited) and August 31, 2015

5

 

 

 

Statements of operations for the three and nine months ended May 31, 2016 (Unaudited) and May 31, 2015 (Unaudited)

6

 

Statements of cash flows for the nine months ended May 31, 2016 (Unaudited) and May 31, 2015 (Unaudited)

7

Notes to the financial statements (Unaudited)

8

 

 
4
 

 

FairWind Energy, Inc.
Balance Sheets

 

 

May 31,
2016

 

 

August 31,
2015

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$1,294

 

 

$13,195

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

1,294

 

 

 

13,195

 

 

 

 

 

 

 

 

 

 

Computer Equipment

 

 

 

 

 

 

 

 

Computer equipment

 

 

1,328

 

 

 

1,328

 

 

 

 

 

 

 

 

 

 

Total property and equipment

 

 

1,328

 

 

 

1,328

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

(594)

 

 

(396)

 

 

 

 

 

 

 

 

 

Computer equipment, net

 

 

734

 

 

 

932

 

 

 

 

 

 

 

 

 

 

Patent

 

 

 

 

 

 

 

 

Patent

 

 

-

 

 

 

3,814

 

Accumulated depreciation

 

 

-

 

 

 

(420)

 

 

 

 

 

 

 

 

 

Patent, net

 

 

-

 

 

 

3,394

 

 

 

 

 

 

 

 

 

 

Total assets

 

$2,028

 

 

$17,521

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accrued expenses

 

$-

 

 

$5,052

 

Payroll liabilities

 

 

702

 

 

 

2,318

 

Sales tax payable

 

 

180

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

882

 

 

 

7,370

 

 

 

 

 

 

 

 

 

 

Commitments and Contingent Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock par value $0.001: 25,000,000 shares authorized; 0 issued or outstanding

 

 

-

 

 

 

-

 

Common stock par value $0.001: 50,000,000 shares authorized; 6,017,406 and 5,992,406 shares issued and outstanding, respectively

 

 

6,017

 

 

 

5,992

 

Additional paid-in capital

 

 

606,814

 

 

 

436,409

 

Accumulated deficit

 

 

(611,685)

 

 

(432,250)

 

 

 

 

 

 

 

 

 

Total stockholders' equity

 

 

1,146

 

 

 

10,151

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$2,028

 

 

$17,521

 

 

See accompanying notes to the financial statements.

 

5

 

 

FairWind Energy, Inc.
Statements of Operations

 

 

 

For the
Nine Months

 

 

For the Three Months

 

 

For the
Nine Months

 

 

For the Three Months

 

 

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

 

 

May 31,
2016

 

 

May 31,
2016

 

 

May 31,
2015

 

 

May 31,
2015

 

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

$42,250

 

 

$12,250

 

 

$11,125

 

 

$11,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of Goods Sold

 

 

 

1,357

 

 

 

1,357

 

 

 

679

 

 

 

679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

 

40,893

 

 

 

10,893

 

 

 

10,446

 

 

 

10,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

 

 

132,939

 

 

 

120,315

 

 

 

22,245

 

 

 

6,586

 

Research and development

 

 

 

3,692

 

 

 

1,694

 

 

 

22,817

 

 

 

100

 

Salary and wages - officers

 

 

 

57,681

 

 

 

48,564

 

 

 

85,020

 

 

 

9,211

 

General and administrative expenses

 

 

 

22,811

 

 

 

16,545

 

 

 

30,431

 

 

 

9,813

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

 

217,123

 

 

 

187,118

 

 

 

160,513

 

 

 

25,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

 

(176,230)

 

 

(176,225)

 

 

(150,067)

 

 

(15,264)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (Income) Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of interest in joint venture

 

 

 

3,205

 

 

 

3,205

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense, net

 

 

 

3,205

 

 

 

3,205

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) before Income Tax Provision

 

 

 

(179,435)

 

 

(179,430)

 

 

(150,067)

 

 

(15,264)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Provision

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

$(179,435)

 

$(179,430)

 

$(150,067)

 

$(15,264)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Basic

 

 

$(0.03)

 

$(0.03)

 

$(0.03)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Diluted

 

 

$(0.03)

 

$(0.03)

 

$(0.03)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Basic

 

 

 

5,999,549

 

 

 

6,013,835

 

 

 

5,948,421

 

 

 

5,984,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-Diluted

 

 

 

6,006,692

 

 

 

6,035,263

 

 

 

5,948,421

 

 

 

5,984,112

 

 

See accompanying notes to the financial statements.

 

6

 

 

FairWind Energy, Inc.

Statements of Cash Flows

  

 

 

For the Nine
Months

 

 

For the Nine
Months

 

 

 

Ended

 

 

Ended

 

 

 

May 31,
2016

 

 

May 31,
2015

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(179,435)

 

$(150,067)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation expense

 

 

198

 

 

 

198

 

Amortization expense

 

 

189

 

 

 

189

 

Loss on sale of interest in joint venture

 

 

3,205

 

 

 

-

 

Common shares issued for compensation and services

 

 

170,430

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

-

 

 

 

-

 

Accrued expenses

 

 

(5,052)

 

 

(5,741)

Accrued payroll - officer

 

 

-

 

 

 

(9,053)

Advances from customers

 

 

-

 

 

 

-

 

Payroll liabilities

 

 

(1,616)

 

 

(2,891)

Direct Deposit Liabilities

 

 

-

 

 

 

-

 

Sales tax payable

 

 

180

 

 

 

90

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

 

(11,901)

 

 

(167,275)

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from sale of common shares

 

 

-

 

 

 

65,300

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

-

 

 

 

65,300

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

(11,901)

 

 

(101,975)

 

 

 

 

 

 

 

 

 

Cash - beginning of reporting period

 

 

13,195

 

 

 

134,815

 

 

 

 

 

 

 

 

 

 

Cash - end of reporting period

 

$1,294

 

 

$32,840

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Income tax paid

 

$-

 

 

$-

 

 

See accompanying notes to the financial statements.

 

 
7
 

 

FairWind Energy, Inc.

May 31, 2016

Notes to the Financial Statements

(Unaudited)

 

Note 1 - Organization and Operations

 

FairWind Energy, Inc.

 

FairWind Energy, Inc. (the "Company") was incorporated on April 18, 2013 under the laws of the State of Nevada. The Company engages in composite design, engineering and manufacturing to be used in solar/wind hybrid power systems, oil and gas industry pumping and civil engineering and infrastructure products.

 

Note 2 -Significant and Critical Accounting Policies and Practices

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2015 and notes thereto contained in the Company's Annual Report on Form 10-K.

 

Note 3 – Going Concern

 

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15").

 

The Company's financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had an accumulated deficit at May 31, 2016, a net loss and net cash used in operating activities for the nine months then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 
8
 

 

Note 4 – Related Party Transactions

 

Related Parties

 

Related parties with whom the Company had transactions are:

 

Related Parties

Relationship

Michael Winterhalter

Chairman, CEO, significant stockholder and director

 

Free Office Space

 

The Company has been provided office space by its Chief Executive Officer at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

 

Note 5 – Equity

 

Stock Options Plan

 

In February 2016, the Board of Directors approved the 2016 Stock Options Plan ("Plan") that provides for the granting of stock options to certain key employees. The Plan reserves 2,000,000 shares of common stock for this purpose. There is no provision for shares to be specifically granted to the CEO under his employment arrangement, either in the stock option plan or the employment agreement. Options under the Plan are to be granted at no less than fair market value of the shares at the date of grant. As of May 31, 2016 no options under this plan have been granted.

 

Consulting Agreement

 

On March 14, 2016, the Company entered into a consulting agreement with Steve Moore for consulting services related to develop business & advise management of technology, products and services used in the oil and gas exploration and production. This agreement combines commissions payable on gross profit, as well as a warrant of company stock. The cost of these benefits is estimated at $250,000 over 2 years. As of May 31, 2016, 125,000 warrants of company stock are outstanding under this agreement. Costs associated with the warrant issuances are included in "Professional fees" in the accompanying statement of operations in the amount of $114,180.

 

The fair market value of stock warrants are determined using the Black-Scholes valuation model, and the company uses the following methods to determine its underlying assumptions: expected volatilities are based on the historical volatilities; the expected term of warrants granted are based on the original contractual term; and the risk-free interest rate is based on the U.S. Treasury implied yield on zero-coupon issues (with a remaining term equal to the expected term of the warrant).

 

As of May 31, 2016, total unrecognized stock warrant cost related to unvested stock warrant awards remaining outstanding was $116,949 and is expected to vest through June 2017.  

 
Stock Issuance

 

On March 14, 2016, the Company approved the grant of 20,000 shares of its common stock to directors of the Company as a stock bonus. Costs associated with the grant of these shares are included in "Salary and wages – officers" in the accompanying statement of operations in the amount of $45,000 as determined by the fair value of the common stock at date of grant.

 

On March 14, 2016, the Company approved the grant of 5,000 shares of its common stock as payment for website design services. Costs associated with the grant of these shares are included in "General and administrative expenses" in the accompanying statement of operations in the amount of $11,250 as determined by the fair value of the common stock at date of grant.

 

 
9
 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following information should be read in conjunction with (i) the financial statements of FairWind Energy Inc., a Nevada corporation (the "Company"), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the August 31, 2015 audited financial statements and related notes included in the Company's Form 10-K, as amended (File No. 000-55383; the "Form 10-K"), as filed with the Securities and Exchange Commission on December 16, 2015. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements

 

OVERVIEW

 

The Company was incorporated in the State of Nevada on April 18, 2013 and established a fiscal year end of August 31.

 

Going Concern

 

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.

 

Our activities have been financed from the proceeds of share subscriptions. From our inception to May 31, 2016, we raised a total of $436,409 from private and public offerings of our common stock.

 

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

 

Basis of Accounting

 

The Company's financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

 

 
10
 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with maturities of three months or less to be cash equivalents.

 

Property and Equipment

 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

 

PLAN OF OPERATION

 

We are a development stage corporation and have not yet generated or realized any revenues from our business. We are involved in the design, engineering and manufacturing of composite products. The initial thrust of our business will be to supply products to the oil and gas industry. These products will include upstream production products such as sucker rods, fracking plugs, casings and other products where high temperature resistance, chemical resistance and a low weight to strength ratio products offer advantages to traditional materials (e.g., steel). If we are able to supply products to the oil and gas industry, then we plan to continue the development and sales of wind and solar hybrid energy systems. These systems also benefit from the use of higher performance materials (composites) and we will intend to incorporate them in product design and development.

 

Results of Operations

 

Three-Month Periods Ended May 31, 2016 and 2015

 

We recorded revenues of $12,250 for the three months ended May 31, 2016, and revenues of $11,125 for the three months ended May 31,2015, all of which were derived from consulting services.

 

For the three months ending May 31, 2016, we incurred total operating expenses of $187,118, consisting of professional fees of $120,315, research and development costs of $1,694, salaries and wages to officers of the Company of $48,564, and general and administrative expenses of $16,545.  

 
By comparison, for the three months ending May 31, 2015, we incurred total operating expenses of $25,710, consisting of professional fees of $6,586, research and development costs of $100, salaries and wages to officers of the Company of $9,211, and general and administrative expenses of $9,813.

 

 
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Nine-Month Periods Ended May 31, 2016 and 2015

 

We recorded revenues of $42,250 and $11,125 for the nine months ended May 31, 2016 and 2015, respectively, all of which were derived from consulting services.

 
 

For the nine months ending May 31, 2016, we incurred total operating expenses of $217,123, consisting of professional fees of $132,939, research and development costs of $3,692, salaries and wages to officers of the Company of $57,681, and general and administrative expenses of $22,811.

 

By comparison, for the nine months ending May 31, 2015, we incurred total operating expenses of $160,513, consisting of professional fees of $22,245, research and development costs of $22,817, salaries and wages to officers of the Company of $85,020, and general and administrative expenses of $30,431.

 

Our net loss for the nine months ended May 31, 2016 was $179,435, as compared to our net loss of $150,067 for the nine months ended May 31, 2015.

 

Liquidity and Capital Resources

 

At May 31, 2016, we had a cash balance of $1,294, and our working capital balance is $412. We do not have sufficient cash on hand to complete our plan of operation for the next 12 months. We will need to raise funds to complete our plan of operation and fund our ongoing operational expenses for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock currently being offered under the Form 10-K. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development to complete our plan of operation and our business will fail.

 

Subsequent Events

 

None through date of this filing.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of May 31, 2016.

 

There were no changes in the Company's internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

 

 
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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plai.jpg or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company's business, financial condition or results of operations.

 

ITEM 1A.RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

(a) Exhibits required by Item 601 of Regulation SK.:

 

Number

Description

3.1.1

Articles of Incorporation (1)

3.1.2

Articles of Association for Xingcheng SK Composite Co., Ltd. (1)

3.2

Bylaws (1)

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *

XBRL Instance Document

101.SCH *

XBRL Taxonomy Extension Schema Document

101.CAL *

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *

XBRL Taxonomy Extension Label Linkbase Document

101.PRE *

XBRL Taxonomy Extension Presentation Linkbase Document

_____________

(1) Incorporated by reference to the Registrant's Form S-1 (File No. 333-194975), filed with the SEC on April 1, 2014.

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

FAIRWIND ENERGY INC.

(Name of Registrant)

Date: July 20, 2016

By:

/s/ Michael Winterhalter

Name:

Michael Winterhalter

Title:

President and Chief Executive Officer,

Chief Financial Officer, and Treasurer (principal executive officer, principal accounting officer and principal financial officer)

 

 

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