Attached files
file | filename |
---|---|
EX-99.1 - EXHIBIT 99.1 - Fortuneswell Corp | ex99_1.htm |
EX-23.1 - EXHIBIT 23.1 - Fortuneswell Corp | ex23_1.htm |
EX-10.1 - EXHIBIT 10.1 - Fortuneswell Corp | ex10_1.htm |
EX-5.1 - EXHIBIT 5.1 - Fortuneswell Corp | ex5_1.htm |
EX-3.2 - EXHIBIT 3.2 - Fortuneswell Corp | ex3_2.htm |
EX-3.1 - EXHIBIT 3.1 - Fortuneswell Corp | ex3_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
|
||
Fortuneswell
Corporation
|
||
(Name
of registrant as specified in its charter)
|
||
Nevada
|
3699
|
47-1189651
|
(State
or jurisdiction of incorporation or
organization) |
(Primary
Standard Industrial Classification
Code Number) |
(I.R.S.
Employer Identification No.)
|
11
Vista Hermosa Dr.
|
||
Simi
Valley, California 93065
|
||
(805)
304-2664
|
||
(Address
and telephone number of registrant’s principal executive offices)
|
||
Elaine
A. Dowling, Esq.
EAD Law Group,
LLC
8275 S. Eastern, Suite 200 |
||
Las
Vegas, Nevada 89123
Telephone: (702) 724-2636 Email: ead@eadlawgroup.com |
||
(Name,
address and telephone number of agent for service)
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
Emerging growth company ☐
|
Proposed
|
||||
Amount
to
|
Proposed
|
Maximum
|
||
Title
of Each Class
|
be
|
Maximum
|
Aggregate
|
Amount
of
|
of
Securities to be
|
Registered
|
Offering
Price
|
Offering
Price
|
Registration
|
Registered
|
(1)
|
per
Share ($)
|
($)(2)
|
Fee($)
|
Shares
of Common
|
||||
Stock,
par value
|
8,000,000 |
$0.01 |
$80,000 |
$9.96 |
$0.001
|
1
|
8,000,000 shares are being offered by a direct offering at the price of $0.01 per share. |
2
|
Estimated
solely for purposes of calculating the registration fee in accordance with Rule 457(o)
of the Securities Act, based upon the fixed price of the direct offering.
|
Fortuneswell Corporation (“Fortuneswell” or the "Company") is offering on a best-efforts basis a maximum of 8,000,000 shares of its common stock at a price of $0.01 per share. The price of $0.01 per share is fixed for the duration of this Offering. There is no minimum investment required from any individual investor. The shares are intended to be sold directly through the efforts of J. Daniel Thatcher, our sole officer and director after the effective date of the prospectus. Our sole Officer and Director will not receive any compensation for selling Shares in the Offering. Our sole Officer and Director will solicit investments in the Shares from friends, family and those persons with which he has a prior business or social relationship and that he reasonably believes would have an interest in investing in the Company. Our sole Officer and Director will distribute to all interested investors a copy of the Company’s then effective Prospectus.
Number
of
Shares |
Offering
Price
|
Underwriting
Discounts
& Commissions |
Proceeds
to the Company
|
|
Per
Share
|
1
|
$0.01 |
$0.00
|
$0.01 |
Maximum
|
8,000,000 |
$80,000 |
$0.00
|
$80,000 |
1 |
This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The price of $0.01 per share is a fixed for the duration of this offering.
2 |
PART I: INFORMATION REQUIRED IN PROSPECTUS | 5 | |
SUMMARY INFORMATION AND RISK FACTORS | 5 | |
General Information about the Company | 5 | |
The Offering | 8 | |
Summary Financial Information | 9 | |
Risk Factors | 10 | |
Risks Associated with this Offering | 13 | |
USE OF PROCEEDS | 15 | |
DETERMINATION OF OFFERING PRICE | 17 | |
DILUTION | 17 | |
SELLING SHAREHOLDERS | 18 | |
PLAN OF DISTRIBUTION | 18 | |
Offering will be Sold by Our Officer and Director | 18 | |
Terms of the Offering | 18 | |
Deposit of Offering Proceeds | 19 | |
Procedures and Requirements for Subscription | 19 | |
DESCRIPTION OF SECURITIES TO BE REGISTERED | 20 | |
INTERESTS OF NAMED EXPERTS AND COUNSEL | 21 | |
INFORMATION WITH RESPECT TO THE REGISTRANT | 21 | |
General Information | 21 | |
Business Overview | 21 | |
Patents and Trademarks | 28 | |
Need for any Government Approval of Products or Services | 28 | |
Government and Industry Regulation | 28 | |
Research and Development Activities | 29 | |
Environmental Laws | 29 | |
Employees and Employment Agreements | 29 | |
Description of Property | 29 | |
Legal Proceedings | 29 | |
Financial Statements | 30 | |
DALE MATHESON CARR-HILTON LABONTE LLP | ||
CHARTERED PROFESSIONAL ACCOUNTANTS | ||
We have served as the Company’s auditor since 2017 | F-1 | |
A. Audited Financial Statements as of December 31, 2017 | F-2 | |
B. Unaudited Financial Statements as of June 30, 2018 | F-9 | |
Use of Estimates | F-7 | |
Loss per Share | F-7 | |
Recently Issued Accounting Pronouncements | F-12 | |
NOTE 5 – RELATED PARTY TRANSACTIONS | F-8 | |
Market for Common Equity and Related Stockholder Matters | 31 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 | |
Changes in Disagreements with Accountants on Accounting and Financial Disclosure |
34 | |
Quantitative and Qualitative Disclosures about Market Risk | 34 | |
Financial Disclosure | 34 | |
Directors, Executive Officers, Promoters and Control Persons | 34 |
3 |
Executive Compensation | 36 | |
Security Ownership of Certain Beneficial Owners and Management | 37 | |
Future Sales by Existing Stockholders | 38 | |
Transactions with Related Persons, Promoters and Certain Control Persons | 38 | |
MATERIAL CHANGES | 38 | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | 38 | |
DISCLOSURE OF COMMISSION POSITION IN INDEMNIFICATION FOR SECURITIES ACT LIABLIITIES |
39 | |
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS | 40 | |
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION | 40 | |
INDEMNIFICATION OF DIRECTORS AND OFFICERS | 40 | |
RECENT SALES OF UNREGISTERED SECURITIES. | 41 | |
EXHIBITS. | 41 | |
UNDERTAKINGS | 41 |
4 |
Fortuneswell Corporation (the Company) was formed on June 17, 2014 in the State of Nevada. The Company was originally registered as a blank check 419 issuer and the filing went effective as of July 24, 2015. No funds were raised pursuant to that offering and the 18 month 419 period expired without an acquisition being completed, thus ending all activity pursuant to that registration. Thereafter, the issuer adopted the current business plan and ceased to be a blank check. The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology Company (herein after referred to as “EATC”) to the multifaceted fuels industry. The portfolio of bulk fuel supplements are based on the science of Bio-Thermogenics. The formulary of the portfolio of products alter the burn pattern and combustion characteristics of all fossil fuels. EATC’s products increase fuel efficiency, increases engine and equipment life, and can reduce emissions more than 80% thereby introducing the potential for immediate and long term positive environmental impacts. EATC’s product line of fuel supplements are 100% natural, non-petroleum based, and non-agricultural impacting.
5 |
1. | Development
of the Fortuneswell Corporation business plan.
|
2. | Defined
initial short-term and long-term marketing efforts:
|
a. | territories
defined
|
b. | identified
initial industries to market our products
|
c. | identified
initial companies to market our products
|
3. | Work
on our website.
|
1. | Successfully
execute our sales and marketing plan.
|
2. | Secure
a customer base.
|
3. | Expand
into additional territories to market our products.
|
4. | Offer
competitively priced products.
|
5. | Continuously
review our corporate structure and marketing efforts in an effort to nurture sustained
growth of the Company.
|
6. | Adapt
our corporate principles for expanding the scope of our business.
|
The Company is offering of 8,000,000 shares of common stock at an offering price of $0.01. As of review date June 30, 2018 our stockholders’ deficit is $18,706. Upon placement of the entire offering there will be 16,000,000 shares outstanding.
As of the date of this prospectus, Fortuneswell Corporation has 8,000,000 shares of $0.001 par value common stock issued and outstanding. The voting control of our common stock is possessed by Energy Alliance Technology Company and they control 7,800,000 shares. After this Offering, assuming all of the shares in this Offering are sold, which there can be no guarantee, Energy Alliance Technology Company will still retain 48.8% ownership and control in the Company.
The Company believes that the net offering proceeds after offering expenses will be sufficient for the company to become operational and sustain operations through the next twelve (12) months. The money we hope to raise through this stock offering has been budgeted to market our products, hire sales personnel, and to become a fully reporting company. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from our products will be adequate to maintain our business in the future. The company has an accumulated deficit of $21,069 as of audit date December 31, 2017 and $26,706 as of unaudited date June 30, 2018. As a result, management has evaluated these factors and has determined that they raise substantial doubt about our ability to continue as a going concern. As of audit date December 31, 2017 and unaudited date June 30, 2018 the Company had $0 cash on hand. Our President, Mr. Thatcher, has committed to provide additional advances sufficient to meet the obligations of the Company until we can initiate the offering. There is no written commitment from Mr. Thatcher to provide funds to the Company to further its business plans. Please see section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a detailed discussion on management’s commitment to advance funds to the Company. Our President Mr. Thatcher, has agreed to provide funds to the Company to further its business plans and meet its obligations until the Company can complete this raise. The funds Mr. Thatcher has agreed to provide will not be repaid from the raised funds. The costs of being public are included in the accounting and legal and professional line items in the “Use of Proceeds” section. Please see section titled “Business Overview” sub-section “12 Month Growth Strategy and Milestones to Implement Business Operations” for a quarterly detailed description of the reporting requirements.
6 |
7 |
Securities
Being Offered:
|
Fortuneswell
Corporation is offering on a best-efforts, self-underwritten basis a maximum amount of
8,000,000 shares of its common stock.
|
Offering
Price per Share:
|
$0.01
|
Offering
Period:
|
This
offering will terminate 180 days from the effective date of this prospectus unless extended
by the Board of Directors for an additional 90 days, although we may close the offering
on any date prior to the Termination Date.
|
Offering
Terms:
|
In
connection with the Company’s selling efforts in the Offering, J. Daniel Thatcher
will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but
rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration
requirements of the Exchange Act for persons associated with an issuer that participate
in an Offering of the issuer’s securities. Mr. Thatcher is not subject to any statutory
disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr.
Thatcher will not be compensated in connection with his participation in the Offering
by the payment of commissions or other remuneration based either directly or indirectly
on transactions in the securities. Mr. Thatcher is not, nor has he been within the past
12 months, a broker or dealer, and he has not, nor has he been within the past 12 months,
an associated person of a broker or dealer. At the end of the Offering, Mr. Thatcher
will continue to primarily perform substantial duties for the Company or on its behalf
otherwise than in connection with transactions in securities. Mr. Thatcher has not participated
in another offering of securities pursuant to the Exchange Act Rule 3a4-1 in the past
twelve months. Additionally, he has not and will not participate in selling an offering
of securities for any issuer more than once every 12 months other than in reliance on
the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
|
Deposit
of Proceeds:
|
There
is no minimum investment required from any individual. The subscription proceeds
from the sale of the shares in this offering will be payable to “Fortuneswell Corporation”
and deposited in the Company bank account.
|
Maximum
Proceeds to
The Company: |
$80,000
|
Use
of Proceeds:
|
If all the shares are sold (Maximum Net Proceeds to the Company $68,450) after deducting offering expenses estimated to be $11,550 the Company intends to use the $68,450 to initiate our planned day to day business operations. Please see the “Use of Proceeds” and the “Business Overview” sub-section “12 Month Growth Strategy and Milestones to Implement Business Operations” sections for a more detailed description of the use of the proceeds. |
Number
of Shares Outstanding
Before the Offering: |
8,000,000
common shares
|
Maximum
Number of Shares
Outstanding After the Offering: |
16,000,000
common shares
|
8 |
The following table sets forth the summary financial data derived from Fortuneswell Corporation’s financial statements. Table A is the Audited Statements of Operations for year ended December 31, 2017 and December 31, 2016. Table B is the Unaudited Statements of Operations for the six months ended June 30, 2018 and audit period June 30, 2017. The accompanying notes are an integral part of these financial statements and should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.
December
31, 2017
|
December
31, 2016
|
|||||||
Audited
Statement of Operations Data:
|
||||||||
Total
Revenues
|
$
|
0
|
$
|
0
|
||||
General
and Administrative Expenses
|
$
|
2,119 | $
|
0
|
||||
Professional
Fees
|
$
|
11,050 | $
|
0
|
||||
Net
Loss
|
$
|
(13,169 | ) | $
|
0
|
9 |
6-months
|
6-months
|
|||||||
ended
|
ended
|
|||||||
June
30,
|
June
30,
|
|||||||
2018
|
2017
|
|||||||
Statements
of Operations
|
Unaudited
|
Unaudited
|
||||||
Total
Revenues
|
$
|
0
|
$
|
0
|
||||
General
and Administrative Expenses
|
$
|
2,017
|
$
|
0
|
||||
Professional
Fees
|
$
|
3,620
|
$
|
6,200
|
||||
Net
Loss
|
$
|
(5,637
|
)
|
$
|
(6,200
|
) |
10 |
11 |
12 |
13 |
Our business plan allows for the estimated $11,550 cost of this Registration Statement to be paid from proceeds raised. In addition, our President Mr. Thatcher, has agreed to advance the Company funds to meet any ongoing obligations. We anticipate the costs of these obligations could total approximately $5,000 and these advances will not be repaid from the raised funds. While management estimates $5,000 for such costs; there is no maximum amount of funds that Mr. Thatcher has agreed to provide. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
14 |
The following Use of Proceeds is based on estimates made by management. The Company planned the Use of Proceeds after deducting estimated offering expenses estimated to be $11,550. The following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. In the event that 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various levels.
% Of Shares Sold | 50% | 75% | 100% | |||
# Of Shares Sold | 4,000,000 | 6,000,000 | 8,000,000 | |||
Application of Proceeds | $ | % of total |
$ | % of total |
$ | % of total |
Total Offering Proceeds | $40,000 | 100.00 | $60,000 | 100.00 | $80,000 | 100.00 |
Offering Expenses | ||||||
Legal & Professional Fees | 5,000 | 12.50 | 5,000 | 8.33 | 5,000 | 6.25 |
Accounting Fees | 4,500 | 11.25 | 4,500 | 7.50 | 4,500 | 5.63 |
Edgar Fees | 800 | 2.00 | 800 | 1.33 | 800 | 1.00 |
Blue-sky fees | 1,250 | 3.13 | 1,250 | 2.08 | 1,250 | 1.56 |
Total Offering Expenses | 11,550 | 28.88 | 11,550 | 19.25 | 11,550 | 14.44 |
Net Proceeds from Offering | 28,450 | 71.13 | 48,450 | 80.75 | 68,450 | 85.56 |
Use of Net Proceeds | ||||||
Accounting Fees | 10,500 | 26.25 | 10,500 | 17.50 | 10,500 | 13.13 |
Legal and Professional Fees | 1,500 | 3.75 | 1,500 | 2.50 | 1,500 | 1.88 |
Edgar Fees | 1,600 | 4.00 | 1,600 | 2.67 | 1,600 | 2.00 |
Administrative Costs | 2,000 | 5.00 | 2,000 | 3.33 | 2,000 | 2.50 |
Product Inventory | 3,850 | 9.63 | 6,000 | 10.00 | 10,000 | 12.50 |
Sales and Marketing | 8,000 | 20.00 | 17,850 | 29.75 | 29,350 | 36.69 |
Travel Expenses | 0 | 0.00 | 8,000 | 13.33 | 12,000 | 15.00 |
Website | 1,000 | 2.50 | 1,000 | 1.67 | 1,500 | 1.88 |
Total Use of Net Proceeds | 28,450 | 71.13 | 48,450 | 80.75 | 68,450 | 85.56 |
Total Use of Proceeds | 40,000 | 100.00 | 60,000 | 100.00 | 80,000 | 100.00 |
15 |
16 |
The net tangible book value of our company as of June 30, 2018 was ($18,706) or ($0.0023) per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock on June 30, 2018.
Our net tangible book value and our net tangible book value per share will be impacted by the 8,000,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $0.01 per share.
We are registering 8,000,000 shares of common stock for sale by our company. If all shares are sold at the offering price of $0.01 per share our net tangible book value and per share dilution under various offering scenarios as of June 30, 2018, is illustrated in the following table:
$40,000 Offering (50%) | $60,000 Offering (75%) | $80,000 Offering (100%) | ||||||||||
Number of current shares held | 8,000,000 | 8,000,000 | 8,000,000 | |||||||||
Number of new shares issued | 4,000,000 | 6,000,000 | 8,000,000 | |||||||||
Total number of new shares held | 12,00,000 | 14,000,000 | 16,000,000 | |||||||||
Net tangible book value before this offering | $ | (18,706 | ) | $ | (18,706 | ) | $ | (18,706 | ) | |||
Net proceeds to the company * | $ | 28,450 | $ | 48,450 | $ | 68,450 | ||||||
Net tangible book value after this offering | $ | 9,774 | $ | 29,744 | $ | 49,744 | ||||||
Assumed public offering price per share | $ | 0.01 | $ | 0.01 | $ | 0.01 | ||||||
Net tangible book value per share before this offering | $ | (0.0023 | ) | $ | (0.0023 | ) | $ | (0.0023 | ) | |||
Increase attributable to new investors | $ | 0.0032 | $ | 0.0045 | $ | 0.0054 | ||||||
Net tangible book value per share after this offering | $ | 0.008 | $ | 0.0021 | $ | 0.0031 | ||||||
Dilution per share to new stockholders | $ | 0.0092 | $ | 0.0079 | $ | 0.0069 | ||||||
Current Shareholders % after offering | 66.7 | % | 57.1 | % | 50.0 | % | ||||||
Purchasers % after offering | 33.3 | % | 42.9 | % | 50.0 | % |
*Net Proceeds to the Company calculations based on after deducting Offering Expenses estimated in aggregate, at $11,550.
17 |
a. | Mr.
Thatcher is an officer and director and is not subject to a statutory disqualification,
as that term is defined in Section 3(a)(39)of the Act, at the time of her participation;
|
b. | Mr.
Thatcher is an officer and director and will not be compensated in connection with his
participation by the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities;
|
c. | Mr.
Thatcher is an officer and director and is not, nor will he be at the time of his participation
in the offering, an associated person of a broker-dealer; and,
|
d. | Mr.
Thatcher is an officer and director and meets the conditions of paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties for or on behalf
of our company, other than in connection with transactions in securities; and (B) is
not a broker or dealer, or been associated person of a broker or dealer, within the preceding
twelve months; and (C) has not participated in selling and offering securities for any
Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i)
(a) (4) (iii).
|
Fortuneswell Corporation is offering, on a best-efforts, self-underwritten basis, a maximum amount of 8,000,000 shares of its common stock at a fixed price of $0.01 per share. The price of $0.01 per share is fixed for the duration of the offering. There is no minimum number of shares required to be purchased by any individual investor. This is the initial offering of Common Stock of Fortuneswell Corporation and no public market exists for the securities being offered. The shares are intended to be sold directly through the efforts of Mr. J. Daniel Thatcher, our sole officer and director. No commission or other compensation related to the sale of the shares will be paid to our officer and director. Mr. Thatcher intends to place the offering through personal contacts, telephone calls, and investment meetings. We do not intend to use any mass-advertising methods such as the Internet or print media. Mr. Thatcher will also distribute the prospectus to potential investors at meetings, to his business associates, and to his friends and relatives who are interested in Fortuneswell Corporation as a possible investment. This offering will terminate 180 days from the effective date of this prospectus unless extended by the Board of Directors for an additional 90 days, although we may close the offering on any date prior to the Termination Date.
18 |
19 |
1. | Have
equal ratable rights to dividends from funds legally available therefore, when, as and
if declared by the Board of Directors;
|
2. | Are
entitled to share ratably in all of assets available for distribution to holders of common
stock upon liquidation, dissolution, or winding up of corporate affairs;
|
3. | Do
not have preemptive, subscription or conversion rights and there are no redemption or
sinking fund provisions or rights; and
|
4. | Are
entitled to one vote per share on all matters on which stockholders may vote.
|
20 |
Our audited financial statements for the years ended 2016 and 2017, and the unaudited financial statements for the six month period ending June 30, 2018 are included in this prospectus. They were audited by Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 Pender St. W, Vancouver, British Columbia V6E 4G1 Canada. We included the audited financial statements and the auditor’s report in their capacity as authority and experts in accounting and auditing.
Elaine A. Dowling, Esq., of EAD Law Group, LLC, 8275 S. Eastern, Suite 200, Las Vegas, Nevada 89123, has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.
Fortuneswell Corporation was incorporated in the State of Nevada on June 17, 2014 under the same name. Since inception, Fortuneswell Corporation has not generated revenues and has an accumulated deficit of $21,069 as of audit date December 31, 2017 and $26,706 as of unaudited date June 30, 2018. Fortuneswell Corporation has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
21 |
22 |
Bunker
C Marine Fuel – Is a second key market as transoceanic transport vessels can use
upwards of 1 million gallons of fuel per crossing. This initiative will focus on major
commercial shipping companies such as Maersk and COSCO as well as the associated marine
support infrastructure such as tug boats. Refueling and blending is often accomplished
at the docking ports. Additionally, the Company will seek to establish cooperative
working relationships with the associated port authorities. Dilution rates for
Bunker C are 1,200 gallons of Bunker C/1-gallon Bio-T™ and the Company has determined
that Bunker Bio-T™ is more effective in a heated fuel operating environment
|
1. | Vitamins
– A, C, and E
|
2. | Commonly
available Polyunsaturated compounds such as Omega-3 or Omega-6.
|
3. | Synthetic
Esters
|
4. | Small
polymers of amino acids such as Peptides
|
Classification
|
Designation
|
Classification
|
Designation
|
Heating
Oils
|
BIO-T
HO2100
|
Bunker
C Fuel
|
BIO-T
BC2100
|
Coal
Power Generation
|
BIO-T
CG5100
|
Diesel
Fuel Trucking
|
BIO-T
DF2100
|
Diesel
Railroad
|
BIO-T
RR2100
|
Military
Diesel
|
BIO-T
MD2100
|
Diesel
Off-Road
|
BIO-T
OR2100
|
Farm
Diesel
|
BIO-T
FD2100
|
Industrial
Diesel
|
BIO-T
ID2100
|
Aviation
Jet Fuel
|
BIO-T
JF3100
|
Aviation
Gasoline
|
BIO-T
AG4100
|
Two-Stroke
Oil
|
BIO-T
TS6100
|
Petroleum
Coke
|
BIO-T
PC5100
|
Gasoline
|
BIO-T
GB4100
|
Bio-Fuels
|
BIO-T
BF7100
|
23 |
Low
Sulfur Diesel
|
High
Sulfur Diesel
|
||
Sale
Classification
|
Pricing
|
Sale
Classification
|
Pricing
|
Retail
|
$108
per gallon
|
Retail
|
$108
per gallon
|
Wholesale
|
$86.40
per gallon
|
Wholesale
|
$86.40
per gallon
|
Bulk
|
$75
per gallon
|
Bulk
|
$75
per gallon
|
Refinery
|
Call
for quotation
|
Refinery
|
Call
for quotation
|
24 |
The following growth strategy and milestones are based on the estimates made by management. The Company planned the goals and milestones after deducting estimated offering expenses estimated to be $11,550. The costs associated with operating as a public company are included in our budget and management is responsible for the preparation of the required documents to keep the costs to a minimum.
The working capital requirements and the projected milestones are approximations and subject to adjustments. The Company believes that the net offering proceeds after deducting $11,550 offering expenses is sufficient for the company to become operational and sustain operations through the next twelve (12) months. If we begin to generate profits, we plan to increase our marketing activities accordingly. We anticipate to begin generating revenues approximately six months following closing of the offering. Investors should note that generating revenue approximately six months after the closing of the offering may be an ambitious goal and the Company may not be in a position to generate revenue for a much longer period of time and we may need additional funding in order to sustain our business.
25 |
Months Following The Closing Of The Offering | 50% | 75% | 100% | |||||||||
$40,000 | $60,000 | $80,000 | ||||||||||
0-3 Months | ||||||||||||
- Accounting & Related: accounting & quarterly audit review fees | $ | 2,000 | $ | 2,000 | $ | 2,000 | ||||||
- Legal Fees including contract reviews & related legal | $ | 500 | $ | 500 | $ | 500 | ||||||
- Edgar Fees including XBRL filing for 10-Q review | $ | 400 | $ | 400 | $ | 400 | ||||||
- Administrative Costs | ||||||||||||
Office related expenses & local business licenses | $ | 1,000 | $ | 1,000 | $ | 1,000 | ||||||
- Product Inventory | $ | 2,000 | $ | 3,000 | $ | 4,000 | ||||||
- Sales & Marketing - Brochures, Convention Booth and Space, Travel & related | $ | 3,000 | $ | 6,000 | $ | 8,000 | ||||||
- Travel & related | $ | 0 | $ | 2,000 | $ | 3,000 | ||||||
- Website & Maintenance/Upgrades | $ | 750 | $ | 750 | $ | 750 | ||||||
First Quarter Total Expenditures: | $ | 9,650 | $ | 15,650 | $ | 19,650 | ||||||
4-6 Months | ||||||||||||
- Accounting & Related: accounting & quarterly audit review fees | $ | 2,000 | $ | 2,000 | $ | 2,000 | ||||||
- Legal Fees including contract reviews & related legal | $ | 250 | $ | 250 | $ | 250 | ||||||
- Edgar Fees including XBRL filing for 10-Q review | $ | 400 | $ | 400 | $ | 400 | ||||||
- Administrative Costs | ||||||||||||
Office related expenses | $ | 250 | $ | 250 | $ | 250 | ||||||
- Product Inventory | $ | 850 | $ | 1,000 | $ | 2,000 | ||||||
- Sales & Marketing - Brochures, Convention Booth and Space, Travel & related | $ | 2,000 | $ | 4,000 | $ | 7,000 | ||||||
- Travel & related | $ | 0 | $ | 2,000 | $ | 3,000 | ||||||
- Website & Maintenance/Upgrades | $ | 250 | $ | 250 | $ | 250 | ||||||
Second Quarter Total Expenditures: | $ | 6,000 | $ | 10,150 | $ | 15,150 | ||||||
7-9 Months | ||||||||||||
- Accounting & Related: accounting & quarterly audit review fees | $ | 2,000 | $ | 2,000 | $ | 2,000 | ||||||
- Legal Fees including contract reviews & related legal | $ | 250 | $ | 250 | $ | 250 | ||||||
- Edgar Fees including XBRL filing for 10-Q review | $ | 400 | $ | 400 | $ | 400 | ||||||
- Administrative Costs | ||||||||||||
Office related expenses | $ | 250 | $ | 250 | $ | 250 | ||||||
- Product Inventory | $ | 500 | $ | 1,000 | $ | 2,000 | ||||||
- Sales & Marketing - Brochures, Convention Booth and Space, Travel & related | $ | 2,000 | $ | 4,000 | $ | 8,000 | ||||||
- Travel & related | $ | 0 | $ | 2,000 | $ | 3,000 | ||||||
- Website & Maintenance/Upgrades | $ | 0 | $ | 0 | $ | 250 | ||||||
Third Quarter Total Expenditures: | $ | 5,400 | $ | 9,900 | $ | 16,150 | ||||||
10-12 Months | ||||||||||||
- Accounting & Related: accounting & annual audit fees | $ | 4,500 | $ | 4,500 | $ | 4,500 | ||||||
- Legal Fees including contract reviews, related legal & audit opinion | $ | 500 | $ | 500 | $ | 500 | ||||||
- Edgar Fees including XBRL filing for 10-K | $ | 400 | $ | 400 | $ | 400 | ||||||
- Administrative Costs | ||||||||||||
Office related expenses | $ | 500 | $ | 500 | $ | 500 | ||||||
- Product Inventory | $ | 500 | $ | 1,000 | $ | 2,000 | ||||||
- Sales & Marketing - Brochures, Convention Booth and Space, Travel & related | $ | 1,000 | $ | 3,850 | $ | 6,350 | ||||||
- Travel & related | $ | 0 | $ | 2,000 | $ | 3,000 | ||||||
- Website & Maintenance/Upgrades | $ | 0 | $ | 0 | $ | 250 | ||||||
Fourth Quarter Total Expenditures: | $ | 7,400 | $ | 12,750 | $ | 17,500 | ||||||
Total Use of Proceeds: | $ | 28,450 | $ | 48,450 | $ | 68,450 |
26 |
Accounting/Audit related fees, edgar fees and legal and professional fees are compliance related and are not affected by the level of funding we receive from our Offering.
Administrative Costs we allocated a set amount for each level and we do not anticipate much variance.
Product Inventory cost will vary depending upon the net offering proceeds.
Sales and Marketing will increase based on the level of the net offering proceeds.
Travel Expenses will vary depending upon the level of the net offering of proceeds.
Website development and maintenance is a set amount.
o | Complete
due diligence and identify prospective companies in targeted segments
|
§ | Commercial
Trucking
|
§ | Marine
Shipping
|
§ | Coal
Power Generation
|
o | Initiate
and complete work on website
|
o | Complete
sales and marketing material
|
o | Identify
conventions and trade shows to attend during the next 12 months
|
o | Identify
industry specific associations to join and attend meetings
|
o | Complete
accounting including audit review for quarter end and file 10-Q
|
27 |
4-6 | Months
|
o | Evaluate
progress of marketing efforts
|
§ | Address
any deficiencies
|
§ | Analyze
overall marketing efforts
|
o | Continue
to evaluate conventions and trade shows to attend
|
o | Start
to finalize event calendar through month 12
|
o | Evaluate
complementing shows or events to showcase our products
|
o | Perform
website maintenance and initiate search engine marketing presence
|
o | Complete
accounting including audit review for quarter end and file 10-Q
|
o | We
anticipate starting to generate revenue during this quarter
|
o | Evaluate
marketing effectiveness and efforts effectiveness
|
§ | Evaluate
website and search engine lead generating effectiveness
|
§ | Increase
web marketing presence
|
§ | Evaluate
diverting or expanding marketing efforts to more potential revenue generating sectors
|
§ | Increase
overall product presence in the marketplace
|
o | Attend
conventions and trade shows
|
o | Perform
website maintenance and upgrades
|
o | Complete
accounting including audit review for quarter end and file 10-Q
|
10-12 | Months
|
o | Evaluate
entire nine months of operations and revenue generating effectiveness
|
o | Thorough
evaluation of each territory
|
§ | Evaluate
sales of each sector and marketing
|
§ | Evaluate
additional sectors to market
|
o | Attend
conventions and trade shows
|
o | Initiate
and complete operations and marketing plan for year two and year three
|
o | Complete
accounting including year-end audit and file 10-K
|
28 |
29 |
Page
|
|
Financial
Statements:
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Balance
Sheets
|
F-2
|
Statements
of Operations
|
F-3
|
Statements
of Changes in Stockholder’s Equity/(Deficit)
|
F-4
|
Statements
of Cash Flows
|
F-5
|
Notes
to the Audited Financial Statements
|
F-6
|
30 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1 |
A. | Audited Financial Statements as of December 31, 2017 |
Balance Sheets
(Expressed in United States dollars)
December 31, 2017 | December 31, 2016 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | - | $ | 100 | ||||
Total Current Assets | - | 100 | ||||||
TOTAL ASSETS | $ | - | $ | 100 | ||||
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Current Liabilities | ||||||||
A/P & Accrued Expenses | $ | 10,913 | $ | - | ||||
Due to Related Party | 2,156 | - | ||||||
Total Current Liabilities | 13,069 | - | ||||||
TOTAL LIABILITIES | 13,069 | - | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Common Stock, $0.001 Par Value | ||||||||
Authorized Common Stock | ||||||||
75,000,000 shares at $0.001 | ||||||||
Issued and Outstanding | ||||||||
8,000,000 Common Shares at December 31, 2017 & December 31, 2016 | 8,000 | 8,000 | ||||||
Additional Paid In Capital | - | - | ||||||
Accumulated Deficit | (21,069 | ) | (7,900 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ | - | $ | 100 |
F-2 |
Statements of Operations
(Expressed in United States dollars)
Year ended December 31, 2017 | Year ended December 31, 2016 | |||||||
REVENUE | ||||||||
Revenues | $ | - | $ | - | ||||
Total Revenues | $ | - | $ | - | ||||
EXPENSES | ||||||||
General & Admin | 2,119 | - | ||||||
Professional Fees | 11,050 | - | ||||||
Total Expenses | 13,169 | - | ||||||
LOSS FROM OPERATIONS | (13,169 | ) | - | |||||
Provision for IncomeTaxes | - | - | ||||||
NET LOSS | $ | (13,169 | ) | $ | - | |||
BASIC AND DILUTED LOSS PER COMMON SHARE | ||||||||
$ | (0.00 | ) | $ | - | ||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 8,000,000 | 8,000,000 |
F-3 |
Fortuneswell Corporation
Statements of Changes in Stockholders' Equity (Deficit)
(Expressed in United States dollars)
Common Stock | Additional Paid- | Accumulated | ||||||||||||||||||
Number of Shares | Amount | In Capital | Deficit | Total | ||||||||||||||||
- | - | |||||||||||||||||||
Balance, December 31, 2015 | 8,000,000 | $ | 8,000 | $ | - | $ | (7,900 | ) | $ | 100 | ||||||||||
Net Loss for year | - | - | ||||||||||||||||||
Balance, December 31, 2016 | 8,000,000 | 8,000 | - | (7,900 | ) | 100 | ||||||||||||||
Net loss for year | (13,169 | ) | (13,169 | ) | ||||||||||||||||
Balance, December 31, 2017 | 8,000,000 | $ | 8,000 | $ | - | $ | (21,069 | ) | $ | (13,069 | ) |
F-4 |
Statements of Cash Flows
(Expressed in United States dollars)
Year ended December 31, 2017 | Year ended December 31, 2016 | |||||||
OPERATING ACTIVITIES | ||||||||
Net Income | $ | (13,169 | ) | $ | - | |||
Adjustments to reconcile Net Income | ||||||||
to net cash provided by operations: | ||||||||
Increase in AP & Accrued Expenses | 10,913 | |||||||
Net cash provided by Operating Activities | $ | (2,256 | ) | $ | - | |||
FINANCING ACTIVITIES | ||||||||
Issuance of Common Stock | - | - | ||||||
Due to related party | 2,156 | |||||||
Net cash provided (used) by Financing Activities | $ | 2,156 | $ | - | ||||
Net increase (decrease) in Cash for period | (100 | ) | - | |||||
Cash at beginning of period | 100 | 100 | ||||||
Cash at end of period | $ | - | $ | 100 | ||||
Supplemental Cash Flow Information and noncash Financing Activities: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for taxes | $ | - | $ | - |
F-5 |
Fortuneswell Corporation was incorporated in the State of Nevada on June 17, 2014. The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology to the multifaceted fuels industry. The portfolio of bulk fuel supplements is based on the science of Bio-Thermogenics. The formulary of the portfolio of products alter the burn pattern and combustion characteristics of all fossil fuels. EATC’s products increase fuel efficiency, increases engine and equipment life, and can reduce emissions more than 80% thereby introducing the potential for immediate and long-term positive environmental impacts. Their product line of fuel supplements is 100% natural, non-petroleum based, and non-agricultural impacting. As at December 31, 2017, the Company has no operating history other than organizational matters and has not commenced any operations.
F-6 |
F-7 |
NOTE 6 - INCOME TAXES
A reconciliation of the income tax provisions computed at statutory rates to the reported income tax provision for the period ended December 31, 2017 and 2016 is as follows:
December 31, 2017 |
December 31, 2016 |
|||||||
Net loss for the year | $ | (13,169 | ) | $ | - | |||
Statutory rate | 34 | % | - | |||||
Expected income tax recovery at statutory rate | (4,000 | ) | - | |||||
Effect of change of future enacted tax rate | 3,000 | - | ||||||
Change in valuation allowance | 1,000 | - | ||||||
Net income tax expense | $ | - | $ | - |
The significant components of the Company’s deferred income tax assets after applying enacted corporate tax rates at December 31, 2017(21%) and 2016 (34%) is as follows:
December 31, 2017 |
December 31, 2016 |
|||||||
Net operating losses | $ | 4,000 | $ | 3,000 | ||||
Valuation allowance | (4,000 | ) | (3,000 | ) | ||||
$ | - | $ | - |
The net operating losses carry forward will expire indefinitely. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. The Company has open tax years of December 31, 2016 and 2017.
F-8 |
B. Unaudited Financial Statements as of June 30, 2018
Fortuneswell Corporation
Condensed Balance Sheets
June 30, 2018
(Expressed in United States dollars)
June 30, 2018 | December 31, 2017 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | - | $ | - | ||||
Total Current Assets | - | - | ||||||
TOTAL ASSETS | $ | - | $ | - | ||||
LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 2,900 | $ | 10,913 | ||||
Due to related party | 15,806 | 2,156 | ||||||
TOTAL LIABILITIES | 18,706 | 13,069 | ||||||
STOCKHOLDERS' DEFICIT | ||||||||
Common Stock, $0.001 Par Value | ||||||||
Authorized Common Stock | ||||||||
75,000,000 shares at $0.001 | ||||||||
Issued and Outstanding | ||||||||
8,000,000 Common Shares at June 30, 2018 and December 31, 2017 | 8,000 | 8,000 | ||||||
Additional Paid In Capital | - | - | ||||||
Accumulated Deficit | (26,706 | ) | (21,069 | ) | ||||
TOTAL STOCKHOLDERS' DEFICIT | (18,706 | ) | (13,069 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited financial statements.
F-9 |
Fortuneswell Corporation
Condensed Statements of Operations
June 30, 2018
(Expressed in United States dollars)
(unaudited)
Three months ended June 30, 2018 | Three months ended June 30, 2017 | Six months ended June 30, 2018 | Six months ended June 30, 2017 | |||||||||||||
EXPENSES | ||||||||||||||||
General and administrative | $ | 1,765 | $ | - | $ | 2,017 | $ | - | ||||||||
Professional Fees | 1,750 | 500 | 3,620 | 6,200 | ||||||||||||
Total Expenses | 3,515 | 500 | 5,637 | 6,200 | ||||||||||||
Net Loss for the period | $ | (3,515 | ) | $ | (500 | ) | $ | (5,637 | ) | $ | (6,200 | ) | ||||
Basic and diluted loss per share | ||||||||||||||||
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Weighted average number of shares outstanding | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
The accompanying notes are an integral part of these unaudited financial statements.
F-10 |
Fortuneswell Corporation
Condensed Statements of Cash Flows
June 30, 2018
(Expressed in United States dollars)
(unaudited)
Six months ended June 30, 2018 | Six months ended June 30, 2017 | |||||||
OPERATING ACTIVITIES | ||||||||
Net loss for the period | $ | (5,637 | ) | $ | (6,200 | ) | ||
Adjustment to reconcile net loss | ||||||||
to net cash used in operations: | ||||||||
Accounts payable | (8,013 | ) | 6,100 | |||||
Net cash used in Operating Activities | (13,650 | ) | (100 | ) | ||||
FINANCING ACTIVITY | ||||||||
Advance from related party | 13,650 | - | ||||||
Net cash provided by Financing Activity | 13,650 | - | ||||||
Net decrease in cash for period | - | (100 | ) | |||||
Cash at beginning of period | - | 100 | ||||||
Cash at end of period | $ | - | $ | - | ||||
Supplemental Cash Flow Information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for taxes | $ | - | $ | - |
The accompanying notes are an integral part of these unaudited financial statements.
F-11 |
FORTUNESWELL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2018
NOTE 1 – NATURE OF OPERATIONS
Fortuneswell Corporation was incorporated in the State of Nevada on June 17, 2014 and has elected a December 31 fiscal year end. The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology Company (“EATC”) to the multifaceted fuels industry. The portfolio of bulk fuel supplements is based on the science of Bio-Thermogenics. The formulary of the portfolio of products alter the burn pattern and combustion characteristics of all fossil fuels. EATC’s products increase fuel efficiency, increases engine and equipment life, and can reduce emissions more than 80% thereby introducing the potential for immediate and long-term positive environmental impacts. Their product line of fuel supplements is 100% natural, non-petroleum based, and non-agricultural impacting. As of June 30, 2018, the Company has no operating history other than organizational matters and has not commenced any operations.
The balance sheet as of December 31, 2017 has been derived from audited financial statements, and the unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 10-K as of December 31, 2017.
In the opinion of management, all adjustments (which include normal and recurring adjustments) necessary to fairly present the Company’s financial position as of June 30, 2018, and results of its operations and cash flows for the six months then ended have been made.
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management has evaluated these factors and as determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Recently Issued Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted the guidance and has included the appropriate disclosures in Note 1.
F-12 |
Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 2 – RELATED PARTY TRANSACTIONS
A significant shareholder has paid expenses on behalf of the Company. At June 30, 2018 and December 31, 2017, the amounts owed are $15,806 and $2,156, respectively. The loans are unsecured, payable on demand, and carry no interest.
On June 14, 2017, the Company entered into a 3-year agreement with Energy Alliance Technology Company (EATC) to sell and promote
EATC’s patented fuel supplements in the United States, Canada, and Mexico. After the initial
term, the agreement will stay in effect until such either party terminates it by providing 90 days’ notice. The Company’s
duties, per the agreement, include promotion, sales, preparation of a yearly business plan, creation of customer profiles including
credit applications, receipt and fulfillment of product orders, and collection of funds owed for such orders in exchange for a
commission 15% of the net sales price of the products.
F-13 |
- | Contains
a description of the nature and level of risk in the market for penny stock in both Public
offerings and secondary trading;
|
- | Contains
a description of the broker’s or dealer’s duties to the customer and of the
rights and remedies available to the customer with respect to a violation of such duties
or other requirements of the Securities Act of 1934, as amended;
|
- | Contains
a brief, clear, narrative description of a dealer market, including “bid”
and “ask” price for the penny stock and the significance of the spread between
the bid and ask price;
|
- | Contains
a toll-free number for inquiries on disciplinary actions;
|
- | Defines
significant terms in the disclosure document or in the conduct of trading penny stocks;
and,
|
- | Contains
such other information and is in such form (including language, type, size and format)
as the Securities and Exchange Commission shall require by rule or regulation.
|
- | The
bid and offer quotations for the penny stock;
|
- | The
compensation of the broker-dealer and its salesperson in the transaction;
|
- | The
number of shares to which such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock; and
|
- | Monthly
account statements showing the market value of each penny stock held in the customer’s
account.
|
31 |
32 |
As of audit date December 31, 2017, the Company had $0 cash on hand and as of unaudited date June 30, 2018, the Company had $0 cash on hand. Our President Mr. Thatcher, has agreed to provide funds to the Company to further its business plans and meet its obligations until the Company can complete this raise. The funds Mr. Thatcher has agreed to provide will not be repaid from the raised funds. There is no maximum amount of funds that Mr. Thatcher has agreed to provide. The costs of being public are included in the accounting and legal and professional line items in the “Use of Proceeds” section. Please see section titled “12 Month Milestones to Implement Business Operations” sub-section “Quarterly Milestones” for a quarterly detailed description of the reporting requirements.
33 |
For audit years 2016 and 2017 and period end June 30, 2018, the principal independent auditor for the Company has neither resigned (nor declined to stand for reelection) nor have been dismissed. The independent auditor for the Company is Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 Pender St. W, Vancouver, British Columbia V6E 4G1 Canada.
Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Accounting Firm to our shareholders in our annual reports. The audited financial statements for year ends 2016 and 2017, and the period ended June 30, 2018 are located in the section titled “Financial Statements”.
34 |
Name
|
Age
|
First
Year as Director
|
Position
|
|||
J.
Daniel Thatcher
|
71
|
April
2016 - Current
|
President,
Chief Executive
Officer, Chief Financial Officer,
Secretary, Treasurer, Principal
Accounting Officer, Sole
Director
|
|||
Barry
Underhill
|
48
|
June
2014*
|
President,
Chief Executive
Officer, Chief Financial Officer,
Secretary, Treasurer, Principal,
Accounting Officer, Sole
Director
|
35 |
Name and
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive plan
compensation
($)
|
Change in pension value
and nonqualified deferred
compensation earnings
($)
|
All other
compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
J.
Daniel Thatcher
President, CEO, CFO ,
|
2016
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||||||||||||||
Secretary, Treasurer, Director | 2017 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
Barry Underhill *
President, CEO, CFO ,
Secretary, Treasurer, Director
|
2014
- 2016
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
36 |
Percent
of Class
|
|||||||||||||
Title
of
Class
|
Name,
Title and Address of Beneficial
Owner of Shares
|
Amount
of Beneficial
Ownership (1)
|
Before
Offering
|
After
Offering (2)
|
|||||||||
Common
|
Energy
Alliance Technology Corp
13400 Riverside Dr., Suite 205, Sherman Oaks, California 91423 |
7,800,000
|
97.5
|
%
|
78
|
%
|
|||||||
All
Officers
and Directors as a Group |
J.
Daniel Thatcher, President, CEO,
Secretary, Treasurer, and Director 11 Vista Hermosa, Simi Valley, California 93065 |
0
|
0
|
%
|
0
|
%
|
37 |
38 |
39 |
Legal
and Professional Fees
|
$
|
5,000
|
||
Accounting
Fees
|
$
|
4,500
|
||
Edgar
Fees
|
$
|
800
|
||
Blue
Sky Qualifications
|
$
|
1,250
|
||
Total:
|
$ | 11,550
|
||
40 |
Exhibit
Number.
|
Name/Identification
of Exhibit
|
3.1
|
|
3.2
|
|
5.1
|
|
10.1
|
|
23.1
|
|
99.1
|
41 |
42 |
Fortuneswell
Corporation
|
||
(Registrant)
|
||
By:
|
/s/ J. Daniel Thatcher | |
J.
Daniel Thatcher
|
||
President,
Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer,
Secretary, Treasurer and
Director
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Signature
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Title
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Date
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/s/ J. Daniel Thatcher
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J.
Daniel Thatcher
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President,
Chief Executive Officer,
Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer and Director
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October 30, 2018
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