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 June 30, 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 Number: 333-62588

 

FIRST NATIONAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada		66-0349372
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

44 Greystone Crescent, Georgetown, Ontario Canada L7G 1G9

(Address of principal executive offices) (Zip Code)

 

(416) 918-6987

(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 registrant (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. [X] Yes [  ] No

 

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). [X] Yes [  ] No

 

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.

 

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [  ] (do not check if a smaller reporting company)		Smaller reporting company [X]

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of August 15, 2016, there were 99,865,228 common shares issued and outstanding.

 

Transitional Small Business Disclosure Format Yes [  ] No [X]

 

 

 

 

First National Energy Corporation

 

Interim Consolidated Financial Statements

 

June 30, 2016

 

(Amounts expressed in US Dollars)

 

  

 

Index

 

Interim Consolidated Balance Sheets as at June 30, 2016 and December 31, 2015		1
Interim Consolidated Statements of Operations and Comprehensive Income for the six months and three months ended June 30, 2016 and June 30, 2015		2
Interim Consolidated Statements of Stockholders’ Deficiency for the six months ended June 30, 2016 and year ended December 31, 2015		3
Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015		4
Condensed notes to Interim Consolidated Financial Statements		5-10

 

 

FIRST NATIONAL ENERGY CORPORATION

Interim Consolidated Balance Sheets

As of June 30, 2016 and December 31, 2015

(Amounts expressed in US Dollars)

 

		June 30, 2016				December 31, 2015
		(unaudited)				(audited)
		$				$
ASSETS
CURRENT ASSETS
Cash			1,059				1,937
Total Current Assets			1,059				1,937
LICENSE FOR TECHNOLOGY (Note 4)			200				200
INTANGIBLE (Note 5)			1				-
Total Assets			1,260				2,137
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities			21,269				47,853
Loan payable to director (Note 7)			119,917				110,234
Loan payable to Boreas Research Corporation (Note 6)			540,000				540,000
			681,185				698,087
Going Concern (Note 2)
Related Party Transaction (Note 7)
Commitment (Note 10)
STOCKHOLDERS’ DEFICIENCY
Capital Stock ($.001 par value, 300,000,000 common shares authorized, 99,865,228 issued and outstanding as of June 30, 2016 and December 31, 2015)			99,765				99,765
Additional paid-in Capital			103,329				103,329
Accummulated other comprehensive loss			(10	)			(10	)
Deficit Accumulated during the development stage			(883,062	)			(899,087	)
Non-controlling interest			53				53
Total FNEC Stockholders’ Deficit			(679,925	)			(695,950	)
			(679,925	)			(695,950	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY			1,260				2,137

 

The accompanying notes form an integral part of these Interim Consolidated Financial Statements

 

 

FIRST NATIONAL ENERGY CORPORATION

Interim Consolidated Statements of Operations and Comprehensive Income

For the six months and three months ended

(Amounts expressed in US Dollars)

 

		6 Months Ended June 30								3 Months Ended June 30
		2016				2015				2016				2015
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
			$				$				$				$
REVENUE			-				-				-				-
EXPENSES
General and administrative expenses			(16,025	)			-				(28,417	)			-
TOTAL OPERATING EXPENSES			(16,025	)			-				(28,417	)			-
INCOME BEFORE INCOME TAX			16,025				-				28,417				-
Income taxes			-				-				-				-
NET INCOME			16,025				-				28,417				-
Net income attributable to non-controlling interest			-				-				-				-
Net income attributable to FNEC Stockholders			16,025				-				28,417				-
Earnings per share, basic and diluted		$	0.00			$	-			$	0.00			$	-
Weighted average common shares outstanding			99,865,228				99,865,228				99,865,228				99,865,228
COMPREHENSIVE INCOME
NET INCOME INCLUDING NONCONTROLLING INTEREST			16,025				-				28,417				-
Foreign exchange translation adjustment for the period			-				-				-				-
Other Comprehensive Income			16,025				-				28,417				-
Comprehensive Income attributable to non-controlling interest			-				-				-				-
Comprehensive Income attributable to FNEC Stockholders			16,025				-				28,417				-

  

The accompanying notes form an integral part of these Interim Consolidated Financial Statements

 

 

FIRST NATIONAL ENERGY CORPORATION

Interim Consolidated Statements of Cash Flows

For the six months and three months ended

(Amounts expressed in US Dollars)

 

		June 30, 2016				June 30, 2015
		(unaudited)				(unaudited)
		$				$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			16,025				-
Adjustments for items not affecting cash
Decrease in accounts payable and accrued liabilities			(26,584	)			-
Net cash used in operating activities			(10,560	)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from Director			9,683				-
Purchase of Intangible (Note 5)			(1	)			-
Net cash provided by financing activities			9,682				-
NET INCREASE (DECREASE) IN CASH			(878	)			-
Cash, beginning of period			1,937				2,237
CASH, END OF PERIOD			1,059				2,237
SUPPLEMENTARY DISCLOSURE
INCOME TAXES PAID
			-				-
INTEREST PAID
			-				-

 

The accompanying notes form an integral part of these Interim Consolidated Financial Statements

 

 

FIRST NATIONAL ENERGY CORPORATION

Interim Consolidated Statements of Changes in Stockholders’ Deficiency

For the six months ended June 30, 2016 and the year ended December 31, 2015

(Amounts expressed in US Dollars)

 

		Common stock - number of shares				Common stock - dollar amount at par value				Additional paid-in capital				Accumulated Deficit				Accumulated other comprehensive loss				Non-controlling interests				Total stockholders’ deficit
						$				$				$				$				$				$
Balance as of December 31, 2014 (audited)		99,865,228				99,765				103,329				(876,475)				(10)				53				(673,338)
Net Loss for the year			-				-				-				(22,612	)			-				-				(22,612	)
Balance as of December 31, 2015 (audited)			99,865,228				99,765				103,329				(899,087	)			(10	)			53				(695,950	)
Net Income for the Period			-				-				-				16,025				-				-				16,025
Balance as of June 30, 2016 (unaudited)			99,865,228				99,765				103,329				(883,062	)			(10	)			53				(679,925	)

 

The accompanying notes form an integral part of these Interim Consolidated Financial Statements

 

 

First National Energy Corporation

Condensed Notes to the Interim Consolidated Financial Statements

June 30, 2016

(Amounts expressed in US Dollars)

 

1. GENERAL

 

a)

Description of the Business

 

First National Energy Corporation (the “Company”) was incorporated in the State of Delaware on November 16, 2000, under the name Capstone International Corporation. On March 28, 2004, the Company changed its name to First National Power Corporation. On February 12, 2009, the Company relocated its charter to the State of Nevada and changed its name to First National Energy Corporation. As part of reorganization, the Company increased its authorized capital to 300 million common shares and effected a 100 for 1 reverse stock split of its issued and outstanding shares of common stock. The accompanying consolidated financial statements reflect all share data based on the 100 for 1 reverse common stock split.

 

The Company’s business purpose is the provision of wind-driven solutions for power generation. Current projects for the Company are the completion of power generation projects from supplemental wind generation technologies.

 

b)

Purchase of Technology License

 

On April 20, 2009, the Company entered into a preliminary letter of intent with Boreas Research Corporation (“Boreas”), a Florida corporation, pursuant to which the Company would acquire a territorial license to Supplemental Wind Energy Generator (“SWEG”) and certain rights in alternative energy technology of Boreas, in exchange for a quantity of newly issued common shares of the Company. The letter of intent was superseded by a Technology License and Stock Purchase Agreement (the “Agreement”) between the Company and Boreas that was consummated on May 25, 2009 (the “Closing”), at which time the Company issued to the stockholders of Boreas 98,800,000 restricted and unregistered common shares of the Company and agreed to pay certain future royalties to Boreas from net revenues realized by the Company from the technology license. The consideration issued in the transaction was determined as a result of arm’s-length negotiations between the parties.

 

The preliminary letter of intent was disclosed by the Company on Form 8-K to the Securities and Exchange Commission (“SEC”) on April 21, 2009, and the Agreement was annexed to an information statement on Form 14-C filed with the SEC in preliminary and definitive forms on April 22, 2009 and May 4, 2009, respectively. The definitive information statement was mailed to the Stockholders of the Company on May 4, 2009. The Company obtained written consent to the Agreement and the transaction from the holders of 55.82% of its issued and outstanding shares of common stock in lieu of a meeting of stockholders.

 

On May 14, 2009, the Company and Boreas amended the Agreement by making and entering into a First Amendment of Technology License and Stock Purchase Agreement (the “Amendment”), pursuant to which (1) Boreas elected, as authorized by the Agreement, to cause the restricted and unregistered common shares of the Company due to Boreas at the Closing to be issued to the stockholders of Boreas, and (2) the Company and Boreas agreed to reduce the number of restricted and unregistered common shares of the Company to be issued at the closing of the transaction, from 98,915,000 shares to 98,800,000 shares.

 

In exchange for the Company acquiring the technology license from Boreas at the Closing pursuant to the Agreement, as subsequently amended, the stockholders of Boreas received an aggregate of 98,800,000 restricted and unregistered common shares of the Company’s common stock.. No finder’s fees were paid or consulting agreements entered into by the Company in connection with the transaction.

 

 

First National Energy Corporation

Condensed Notes to the Interim Consolidated Financial Statements

June 30, 2016

(Amounts expressed in US Dollars)

 

Prior to the transaction, there were no material relationships between the Company and Boreas, between Boreas and the Company’s affiliates, directors or officers, or between any associates of Boreas and the Company’s officers or directors. All of the Company’s transaction liabilities were settled on or immediately following the Closing.

 

Upon the Closing on May 25, 2009, the Company was no longer deemed to be a "shell company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Company filed an amended current report on Form 8-K/A with the SEC on May 26, 2009, setting forth the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act.

 

On April 18, 2011, the Company entered into a Novation Agreement (the "Novation") with all of the stockholders of Boreas, revising the structure of the May 25, 2009 transaction. The Novation amended the Technology License and Stock Purchase Agreement (the “Original Agreement”) to substitute the stockholders of Boreas as the licensor under the Original Agreement.

 

Accordingly, as of June 30, 2016, the Boreas stockholders own 99.13% of the Company’s 99,665,228 outstanding shares .

 

c)

Further Purchase of Technology License from Pavana

 

On March 22, 2010, Pavana Power Corporation (“Pavana”), a Nevada corporation, the Company’s 99.9% owned subsidiary, acquired an exclusive territorial 25 year license for the Republic of India (“India”), from Boreas, pursuant to which the Company’s subsidiary acquired technology rights for India in the technology of Boreas that maximizes the energy productivity of existing wind turbines by capturing energy that flows through and underneath existing wind turbine systems. The consideration due from the Company’s subsidiary to Boreas for the license is a deferred cash payment of $600,000, and a future royalty equal to 5% of the subsidiary’s “EBITDA” (earnings before interest, taxes, depreciation and amortization) from exploitation of the acquired license.

 

The transaction between related corporations was valued at the amount of the monetary consideration that was provided to Boreas.

 

2. GOING CONCERN

 

The Company’s interim consolidated financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues from its planned principal operations through June 30, 2016 and has recorded losses since inception, has negative working capital, has yet to achieve profitable operations and expects further losses in the development of its business. There can be no assurance that the Company will have adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms in the amounts required by the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The interim consolidated financial statements do not include any adjustments that might result from this uncertainty.

 

 

First National Energy Corporation

Condensed Notes to the Interim Consolidated Financial Statements

June 30, 2016

(Amounts expressed in US Dollars)

 

Management has plans to raise cash through debt offerings once the sales of the technologies begin. The personnel, facilities and equipment required for successfully completing the business model have been identified but until the resources are available, have not been acquired or engaged. In the period prior to the onset of operations, the Company will undertake to raise further cash through further capital offerings. There is no assurance that the Company will be successful in raising additional capital.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a)

Basis of Presentation and Consolidation

 

The interim consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary First National Energy (Canada) Corporation and its majority owned subsidiary. All material inter-company amounts have been eliminated.

 

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X related to smaller reporting companies.

 

The unaudited interim consolidated financial statements should be read in conjunction with the financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual report on Form 10-K for the year ended December 31, 2015. In the opinion of management, the accompanying interim consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at June 30, 2016, the results of its operations for the three months ended June 30, 2016 and 2015, and its cash flows for the three months ended June 30, 2016 and 2015. In addition, some of the Company’s statements in its quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the three months ended June 30, 2016 are not necessarily indicative of results to be expected for the full year.

 

b)

2016 Omnibus Equity Compensation Plan

 

On February 1, 2016, the Board of Directors approved the 2016 Omnibus Equity Compensation Plan (“Stock Option Plan”) for employees and non-employees. The Stock Option Plan reserves up to five million shares of common stock for issuance.

 

All awards granted to employees and non-employees after February 1, 2016 are valued at fair value by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees using the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services.

 

If there is a modification of the terms of an award, either by repricing or extending the expiry of the award, the award is re-measured. If the modification results in an increase in the fair value of the new award as compared to the old award immediately prior to the modification, the excess fair value is recognized as compensation expense.

 

 

First National Energy Corporation

Condensed Notes to the Interim Consolidated Financial Statements

June 30, 2016

(Amounts expressed in US Dollars)

 

As of June 30, 2016, there was $nil of recognized expense related to non-vested stock-based compensation arrangements granted.

 

4.

LICENSES FOR TECHNOLOGY

 

		2016												2015
		Cost				Accumulated Amortization				Net Book Value				Net Book Value
North American Technology License		$	100			$	-			$	100			$	100
Indian Technology License			100				-				100				100
		$	200			$	-			$	200			$	200

 

5.

INTANGIBLE ASSET

 

Effective February 16, 2016, the Company acquired VAWT/VRTB/Bolotov Rotor wind turbine technology (“Technology”) from Bolotov and affiliates (“Serge Bolotov”). The technical and intellectual property were designed, patented, developed and manufactured by Serge Bolotov.

 

The Company valued this technology under the guidance of ASC 350. The purchase consideration is based on the future economic viability of this intellectual property which on the date of acquisition cannot be measured reliably. In accordance with ASC 350, because there are no upfront cash consideration for this intellectual property, hence the Company has recorded the technology at a nominal value of $1.

 

The future compensation to Serge Bolotov consists of;

 

	●	10% of all royalties for all revenues generated by sale of this technology.
	●	A purchase bonus of $1,000,000 to be paid out of 11% of the net profits from the intellectual property.
		(See also note 10 (b))

 

In the event the Company or a related or assigned party does not use the assets transferred in the transaction within a period of 3 years from either the date the memorandum is accepted as a final agreement or the date of a Definitive Agreement, the Bolotov will have the right, but not the obligation, to purchase all unused assets, following ten (10) days written notice to the Company or a related or assigned party for the amount of US $5,000 

 

6.

LOAN PAYABLE TO RELATED PARTY

 

On March 22, 2010, the Company acquired an exclusive territorial 25 year SWEG Technology license for India, from Boreas. The stockholders of Boreas hold a controlling interest in the Company. The technology of Boreas maximizes the energy productivity of existing wind turbines by capturing energy that flows through and underneath existing wind turbine systems. The consideration due from the Company to Boreas for the license was a deferred cash payment of $600,000, and a future royalty equal to 5% of the subsidiary’s “EBITDA” (earnings before interest, taxes, depreciation and amortization) from exploitation of the acquired license.

 

On November 8, 2010, Pavana Power Corporation paid Boreas $60,000 as a payment due under the India technology license agreement, leaving a balance of cash consideration due of $540,000. The remaining debt is non-interest bearing and is due on demand.

 

 

First National Energy Corporation

Condensed Notes to the Interim Consolidated Financial Statements

June 30, 2016

(Amounts expressed in US Dollars)

 

7.

RELATED PARTY TRANSACTIONS

 

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount which is the amount of consideration established by and agreed to by the related parties.

 

In 2010, the Company’s majority owned subsidiary Pavana Power Corporation, purchased the Indian license to the SWEG technology from Boreas, which is related by virtue of common control. (See note 1 (c)).

 

A director of the Company has advanced monies to the Company to pay certain expenses. The advances are non-interest bearing and are due on demand. The amount owing to the director was $119,917 ($110,234 – 2015).

 

8.

SEGMENTED INFORMATION

 

The Company, after reviewing its operating systems, has determined that it has no reportable segment and geographic segment. The Company’s operations are all related to the provision of wind-driven solutions for power generation. All assets of the business are located in the United States of America.

 

9.

FAIR VALUE MEASUREMENTS

 

The Company follows ASC 820-10, “Fair Value Measurements and Disclosures” (ASC 820-10), which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

 

● Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

 

Fair valued assets that are generally included in this category are cash and cash equivalents comprised of money market funds, restricted cash and short-term investments.

 

● Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

 

● Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

At June 30, 2016, the only asset measured at fair value using level 1 of the three fair value hierarchy tiers described above was cash of $1,059 ($1,937 – 2015) and accounts payable and accrued liabilities of $21,269 ($47,853 – 2015), loan payable to director and loan payable to related party are measured using amortized cost at level 2. The Company did not have any fair value assets or liabilities classified as level 3.

 

 

First National Energy Corporation

Condensed Notes to the Interim Consolidated Financial Statements

June 30, 2016

(Amounts expressed in US Dollars)

 

Liquidity risk:

 

The Company monitors its liquidity position regularly to assess whether it has the funds necessary to fulfill planned commitments on its alternative energy technology or viable options are available to fund such commitments from new equity issuance or alternative sources such as debt financing. However, as a development stage company and without significant internally generated cash flow, there are inherent liquidity risks, including the possibility that additional financing may not be available to the Company, or that actual development expenditures may exceed those planned. The current uncertainty in global markets could have an impact on the Company’s future ability to access capital on terms that are acceptable to the Company. The Company has so far been able to raise the required financing to meet its obligations on time.

 

10.

COMMITMENT

 

	a)	Pursuant to Note 1 (c), under the Technology License purchased by Pavana, the Company has a commitment for royalties at the rate of 5% for all revenues derived by Pavana using this technology.
	b)	Pursuant to the purchase of intellectual property from Serge Bolotov, the Company has a commitment for royalties at the rate of 10% for all revenues generated by the sale of this technology and a purchase bonus of $1,000,000 to be paid out of 11% of the net profits from the intellectual property.
	c)	Following completion of sufficient funding of the Company or related or assigned party, the following shall occur

 

	a.	Serge Bolotov will be paid the sum of Cdn $8,000 per month in cash or shares, as long as Bolotov is needed to consult with the Company or a related or assigned party
	b.	The Company or related or assigned party will provide research and development facility with support staff.

 

d)

The Company or a related or assigned party will act to appoint Serge Bolotov as a member of the Board of Directors. Upon successful appointment to the Board, the Company or a related or assigned party will issue Bolotov 100,000 common shares in consideration for his Board of Director appointment.

 

11.

CAPITAL MANAGEMENT

 

The Company’s capital management objective is to secure the ability to continue as a going concern and to optimize the cost of capital in order to enhance value to shareholders. As part of this objective the Company seeks to maintain access to loan and capital markets at all times. The Board of Directors reviews the capital structure of the Group on a regular basis.

 

Capital structure and debt capacity are taken into account when deciding new investments. Practical tools to manage capital include application of dividend policy, share buybacks and share issuances. Debt capital is managed considering the requirement to secure liquidity and the capability to refinance maturing debt.

 

The Group’s internal capital structure is reviewed on a regular basis with an aim to optimize the structure e.g. by applying internal dividends and equity adjustments. Net investment in foreign entities is monitored and the Company has the intent to hedge related translation risk.

 

As at the date of these financial statements the Company does not have any interest-bearing debt.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” are to the Company, unless the context requires otherwise. The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

 

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015.

 

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “First National Energy Corporation.” or the “Company” refer to First National Energy Corporation.

 

 

Description of Business

 

Business Development

 

We were incorporated as Capstone International Corporation on November 16, 2000, in the state of Delaware, and our shares were registered with the Securities and Exchange Commission on Form SB-2 as SEC File No. 333-62588, filed on June 8, 2001. Our name was changed to “First National Power Corporation” on January 28, 2004, and was changed again to “First National Energy Corporation” on February 12, 2009, at which time we affected a reverse stock split, adopted a holding company structure, and relocated our corporate charter from Delaware to Nevada as part of the reorganization described in the next succeeding paragraph.

 

As described in the definitive information statement on Form DEF 14-C filed with the Securities and Exchange Commission on December 22, 2008, and pursuant to the approval of our board of directors and a majority of its stockholders, on February 12, 2009, we effected a reorganization which had the effect of (1) implementing a reverse stock split of its issued and outstanding common shares at the rate of 100 to 1, thereby reducing the number of issued and outstanding common shares at that time from 76,522,760 to 765,228, with no effect on the number of authorized common shares; (2) merging our company with and into First National Power Corporation, a Nevada corporation and a wholly-owned indirect (second tier) subsidiary of our company , such that First National Energy Corporation, a Nevada corporation and a wholly-owned direct (first tier) subsidiary of our company, succeeded as a successor issuer of its registered securities and continued our business for all purposes; (3) exchanging each issued and outstanding share on the record date (and after giving effect to the reverse stock split described above) into one new common share of the successor issuer ; (4) re-domesticating the our charter from the State of Delaware to the State of Nevada; (5) increasing the authorized capital from 100 million common shares to 300 million common shares; (6) changing our name from “First National Power Corporation” to “First National Energy Corporation”; and (7) changing our stock symbol from FNPR to FNEC.

 

On April 20, 2009, we acquired a territorial license to certain rights in alternative wind energy technology in exchange for 98,800,000 newly issued common shares, which resulted in a change in control. We valued the technology license received in such transaction at $1,855,605 after consulting with an outside valuation expert.

 

On April 18, 2011, we entered into a Novation Agreement (the “Novation”) with all of the stockholders of Boreas Research Corporation (“Boreas”), a Florida corporation, revising the structure of the April 20, 2009 transaction by which we acquired a territorial license to certain rights in alternative energy technology of Boreas, in exchange for 98,800,000 of our common shares as disclosed above. The Novation amended the 2009 agreement to substitute the stockholders of Boreas as the licensor under the original 2009 agreement.

 

In addition, we acquired technology rights to an additional territory for the licensed technology through a wholly-owned subsidiary, Pavana Power Corporation.

 

Business of Issuer

 

Since acquiring the technology license described above, our management has expended significant time seeking sources of capital to implement our business plan, which is primarily designed to exploit the licensed technology throughout the United States and Canada for commercial gain. In addition, we have acquired technology rights to an additional territory for the licensed technology. Management is also evaluating other alternatives in order to improve our financial condition, including merger and acquisition opportunities. There is no assurance that we will be successful in raising capital or closing any such merger or acquisition transactions.

 

 

Except as described above and as more particularly described in our accompanying interim financial statements, there have been no other material changes in our financial condition from the end of the preceding fiscal year to the date of the interim balance sheet provided herein, nor have there been any other material changes in the registrant’s financial condition during the period ending on the date of the interim balance sheet provided herein and commencing on the corresponding interim date of the preceding fiscal year. Except as described above and as more particularly described in our accompanying interim financial statements, there have been no material changes in our results of operations with respect to the most recent fiscal year-to-date period for which an income statement is provided and the corresponding year-to-date period of the preceding fiscal year.

 

Critical Accounting Policies and Estimates

 

The consolidated financial statements of our company are prepared in accordance with accounting principles generally accepted in the United States of America. The amounts of assets, liabilities, revenues and expenses reported in our financial statements are affected by accounting policies, estimates and assumptions that are necessary to comply with generally accepted accounting principles. Estimates used in the financial statements are derived from prior experience, statistical analysis and professional judgments. Actual results may differ significantly from these estimates and assumptions.

 

Management considers an estimate to be critical if it is material to the financial statements and it requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate are reasonably likely to occur from period to period.

 

Recently Issued Accounting Pronouncements.

 

See Note 1, Recently Issued Accounting Pronouncements, of the Notes to the accompanying interim financial statements, included in Item 1 of this report, for recently issued accounting pronouncements.

 

Plan of Operation

 

Since acquiring the technology license described above, our management has expended significant time seeking sources of capital to implement its business plan, which is primarily designed to exploit the licensed technology throughout the United States and Canada for commercial gain. In addition, we have acquired technology rights to an additional territory for the licensed technology through Pavana Power Corporation, a Nevada corporation, a wholly-owned subsidiary that was organized on April 21, 2011.. There is no assurance that the Registrant will be successful in raising capital or closing any such merger or acquisition transactions.

 

Results of Operations

 

Three Months Ended June 30, 2016, compared to the Three Months Ended June 30, 2015

 

Assets

 

We had a cash balance of $1,059.

Licensed technology assets, net of amortization, were unchanged at $200

Intangible assets were recognized at a nominal amount of $1.00.

 

Revenues

 

We did not generate any operating revenues in the three months ended June 30, 2016.

 

 

Costs and Expenses

 

Amortization of Acquired Technology

 

There was no amortization of our technology assets during the three months ended June 30, 2016, as compared to $-0- during the comparable period in 2015.

 

Operating Expenses

 

We reported a net income of $28,417 during the three months ended June 30, 2016, as compared to $-0- during the comparable period in 2015.

 

Six Months Ended June 30, 2016, compared to the Six Months Ended June 30, 2015

 

Assets

 

We had a cash balance of $1,059.

Licensed technology assets, net of amortization, were unchanged at $200

Intangible assets were recognized at a nominal amount of $1.00.

 

Revenues

 

We did not generate any operating revenues in the three months ended June 30, 2016.

 

Costs and Expenses

 

Amortization of Acquired Technology

 

There was no amortization of our technology assets during the three months ended June 30, 2016, as compared to $-0- during the comparable period in 2015.

 

Operating Expenses

 

We reported a net income of $16,025 during the three months ended June 30, 2016, as compared to $-0- during the comparable period in 2015.

 

Liquidity and Capital Resources

 

Cash and cash equivalents were $1,059 at June 30, 2016, compared to $1,937 at December 31, 2015.

 

Net cash used in operating activities was $10,560 for the six months ended June 30, 2016 compared to $-0- during the comparable period in 2015.

 

We generated $9,682 from financing activities during the three months ended June 30, 2016 relatively compared to $-0-during the comparable period in 2015 due to additional funding by a shareholder.

 

We are a development stage company and have not generated any operating revenues as of June 30, 2016. In addition, we will continue to incur net losses and cash flow deficiencies from operating activities for the foreseeable future.

 

Based on its cash flow projections, we will need additional financing to carry out its planned business activities and complete its plan of operations through December 31, 2016. At the Company’s present level of activities, the Company’s cash and cash equivalents are considered insufficient and this draws a substantial doubt as to the Company’s ability to continue as a going concern.

 

 

Much of our ability to raise additional capital or secure a strategic collaboration for the financing of our continued operations and product development will depend substantially on the successful outcome of our efforts to negotiate joint venture with wind power industry participants, the results of which will not be available until sometime later in the current fiscal year. We are also currently seeking to raise funds through corporate collaboration and sub-licensing arrangements in connection with its ongoing and long-term operations. Management does not know whether additional financing will be available when needed or, if available, will be on acceptable or favorable terms to it or its stockholders.

 

The Company’s independent registered public accounting firm expressed substantial doubt about the Company’s ability to continue as a going concern in the audit report on the Company’s audited financial statements for the fiscal year ended December 31, 2015 included in the 2015 Form 10-K and in the footnotes to these unaudited financial statements for the quarter ended June 30, 2016.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required under Regulation S-K for “smaller reporting companies.”

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

As of June 30, 2016, the Registrant carried out an evaluation of the effectiveness of the Registrant’s disclosure controls and procedures (as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Registrant’s chief executive and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officer has concluded that the Registrant’s disclosure controls and procedures were not effective.

 

The Registrant also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.

 

Changes In Internal Control Over Financial Reporting

 

During the interim period ended June 30, 2016, there were no changes to this system of internal controls or in other factors that could significantly affect those controls.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Registrant is not a party to any pending or threatened legal proceedings.

 

Item 1A. Risk Factors

 

Not required under Regulation S-K for “smaller reporting companies.”

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

The Registrant has not sold any unregistered equity securities during the period covered by this report.

 

 

Item 3. Defaults Upon Senior Securities. Not Applicable.

 

There were no defaults upon senior securities during the period ended June 30, 2016.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No.		Document
2.1 (7)		Memorandum of Understanding between First National Energy Corporation and Serge Bolotov, dated February 3, 2016, accepted as binding February 5, 2016.
3.1(1)		Articles of Incorporation
3.2 (4)		Articles of Incorporation (Nevada)
3.2(1)		Bylaws
4.1(2)		2005 Stock Incentive Plan For Employees And Consultants (2)
4.2(8)		2016 Omnibus Equity Compensation Plan
10.1(3)		Letter of Intent with Boreas Research Corporation, dated April 17, 2009
10.2(4)		First Amendment Of Technology License And Stock Purchase Agreement with Boreas Research Corporation, dated May 14, 2009
10.3(5)		Novation Agreement with Boreas Research Corporation, dated April 18, 2011.
14.1 (6)		Financial Code of Ethics
31.1*		Sect. 302 Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Sect. 302 Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Sect.
32.1*		Sect. 906 Certification Statement of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
32.2*		Sect. 906 Certification Statement of the Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

 

	(1)	Incorporated by reference to the Company’s Form SB-2 filed on June 8, 2001.
	(2)	Incorporated by reference to the Company’s Form S-8, filed April 11, 2005.
	(3)	Incorporated by reference to the Company’s Form 8-K, filed April 21, 2009.
	(4)	Incorporated by reference to the Company’s Form 8-K, filed May 26, 2009.
	(5)	Incorporated by reference to the Company’s Form 8-K, filed April 20, 2011.
	(6)	Incorporated by reference to Exhibit 19 in the Company’s Form 10-K, filed March 16, 2012.
	(7)	Incorporated by reference to the Company’s Form 8-K, filed February 16, 2016.
	(8)	Incorporated by reference to the Company’s Form S-8, filed February 23, 2016.

 

* Filed herewith

 

 

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.

 

	FIRST NATIONAL ENERGY CORPORATION
Dated: August 19, 2016	/s/ Gregory Sheller
	Gregory Sheller, Chief Executive Officer