UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

Amendment No. 1

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2018

 

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: 001-37696

 

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 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 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 [  ]	Smaller reporting company [X]	Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

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 September 30, 2018, there were 100,225,228 common shares issued and outstanding.

 

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

 

 

 

EXPLANATORY NOTE

 

The choice of “are we a shell” was inadvertently set to Yes when it should have been set at No

 

 

First National Energy Corporation

Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

(unaudited)

 

 

Index

 

Interim Consolidated Balance Sheets as at September 30, 2018 (unaudited) and December 31, 2017 (audited)	3
Interim Consolidated Statements of Operations and Other Comprehensive Loss for the nine and three months ended September 30, 2018 (unaudited) and September 30, 2017 (unaudited)	4
Interim Consolidated Statements of changes in Stockholders’ Deficiency for the nine months ended September 30, 2018 (unaudited) and year ended December 31, 2017 (audited)	5
Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 (unaudited) and September 30, 2017 (unaudited)	6
Condensed Notes to Interim Consolidated Financial Statements	7 - 15

 

 

FIRST NATIONAL ENERGY CORPORATION

Interim Consolidated Balance Sheets

As of September 30, 2018, and December 31, 2017

(Amounts Expressed US Dollars)

 

		September 30, 2018				December 31, 2017
		$ (unaudited)				$ (audited)
ASSETS
CURRENT ASSETS
Cash			11				644
Total Current Assets			11				644
LICENSES FOR TECHNOLOGY (Note 4)			200				200
Total Assets			211				844
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities			41,181				36,118
Loan payable to director (Note 8)			156,169				149,716
Loan payable to related party (Note 5)			540,000				540,000
			737,350				725,834
Going Concern (Note 2)
Related Party Transactions (Note 8)
Commitment (Note 10)
STOCKHOLDERS’ DEFICIENCY
Capital Stock ($.001 par value, 300,000,000 common shares authorized, 100,225,228 issued and outstanding as of September 30, 2018 and 100,195,228 as of December 31, 2017			100,125				100,095
Additional paid-in Capital			277,969				262,999
Deficit			(1,115,276	)			(1,088,127	)
Accumulated other comprehensive loss			(10	)			(10	)
Total Stockholders’ Deficiency Attributable to the Company’s Stockholders			(737,192	)			(725,043	)
Non-controlling interest			53				53
Total FNEC Stockholders’ Deficit			(731,139	)			(724,990	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY			211				844

 

The accompanying notes form an integral part of these interim consolidated financial statements

 

 

FIRST NATIONAL ENERGY CORPORATION

Interim Consolidated Statements of Operations and Other Comprehensive Loss

For the nine and three months ended

(Amounts Expressed US Dollars)

 

		9 months ended September 30								3 months ended September 30
		2018				2017				2018				2017
		$				$				$				$
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
REVENUE			-				-				-				-
EXPENSES
General and administrative			27,149				24,240				5,896				904
Total Operating Expenses			27,149				24,240				5,896				904
LOSS BEFORE INCOME TAXES			(27,149	)			(24,240	)			(5,896	)			(904	)
Income taxes			-				-				-				-
NET INOME (LOSS)			(27,149	)			(24,240	)			(5,896	)			(904	)
Net Loss and comprehensive loss attributable to the Company’s stockholders			(27,149	)			(24,240	)			(5,896	)			(904	)
Net Loss and comprehensive loss attributable to non-controlling interests			-				-				-				-
NET LOSS AND COMPREHENSIVE LOSS			(27,149	)			(24,240	)			(5,896	)			(904	)
Net loss per share – basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding			100,225,228				99,915,228				100,225,228				99,915,228

 

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 periods ended December 31, 2014 to September 30, 2018

(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 loss for the year			-				-				-				(12,364	)			-				-				(12,364	)
Balance as of December 31, 2016 (audited)			99,865,228				99,765				103,329				(911,451	)			(10	)			53				(708,314	)
Sale of Shares			50,000				50				24,950																25,000
Financing Costs											(5,000	)															(5,000	)
Sale of shares			30,000				30				14,970																15,000
Stock based compensation			250,000				250				124,750																125,000
Net Loss for the year			-				-				-				(176,676	)			-				-				(176,676	)
Balance as of December 31, 2017 (audited)			100,195,228				100,095				262,999				(1,088,127	)			(10	)			53				(724,990	)
Sale of Shares			30,000				30				14,970																15,000
Net Loss for the Period			-				-				-				(27,149	)			-				-				(27,149	)
Balance as of September 30, 2018 (unaudited)			100,225,228				100,125				277,969				(1,115,276	)			(10	)			53				(737,139	)

 

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 nine months ended September 30,

(Amounts Expressed US Dollars)

 

		2018				2017
		$ (unaudited)				$ (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(27,149	)			(24,240	)
Adjustments for items not affecting cash Increase (decrease) in accounts payable and accrued liabilities			5,063				(15,359	)
Net cash used in operating activities			(22,086	)			(39,599	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from Director			6,453				20,214
Issuance of shares			15,000				25,000
Less share issuance finance cost			-				(5,000	)
Net cash provided by financing activities			21,453				40,214
NET INCREASE (DECREASE) IN CASH			(633	)			615
Cash, beginning of period			644				1,059
CASH, END OF PERIOD			11				1,674

 

The accompanying notes form an integral part to these interim consolidated financial statements

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

1.	NATURE OF OPERATIONS AND PURCHASE OF TECHNOLOGY

 

a) Nature of operations

 

First National Energy Corporation (the “Company”) was incorporated in the State of Delaware on November 16, 2000.

 

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 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 new 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 reported 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.

 

In exchange for the Company acquiring the technology license from Boreas at the Closing pursuant to the Agreement (as amended by the Amendment), the Stockholders of Boreas received an aggregate of 98,800,000 new restricted and unregistered common shares of the Company’s common stock. Accordingly, the Boreas Stockholders now own 98.60% of the Company’s 100,225,228 outstanding common shares. No finder’s fees were paid or consulting agreements entered into by the Company in connection with the transaction.

 

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.

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

1.	NATURE OF OPERATIONS AND PURCHASE OF TECHNOLOGY (cont’d)

 

b) Purchase of Technology License (cont’d)

 

On April 18, 2011, First National Energy Corporation (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 by which the Company acquired a territorial license to certain rights in alternative energy technology of Boreas, in exchange for a quantity of newly issued common shares of the Company. 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.

 

c) Further Purchase of Technology License

 

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.

 

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 September 30, 2018 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.

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Management has plans to raise cash through debt offerings once the sales of the technologies begin. The 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 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, 2017. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at September 30, 2018, the results of its operations for the six months ended September 30, 2018 and 2017, and its cash flows for the six months ended September 30, 2018 and 2017. 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 six months ended September 30, 2018 are not necessarily indicative of results to be expected for the full year.

 

b)	Use of Estimates

 

The preparation of financial statements for any period involves the use of estimates as the precise determination of assets and liabilities, and revenues and expenses, depends on future events. Actual amounts may differ from these estimates. Significant estimates include the valuation of allowances for deferred tax assets.

 

c)	Financial Instruments

 

The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, and loans payable to related party and to director. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the relatively short period to maturity for these instruments.

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

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.

 

● 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—Unobservable 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.

 

Assets and liabilities measured at fair value as of September 30, 2018 and December 31, 2017 are classified below based on the three fair value hierarchy tiers described above:

 

c)	Financial Instruments

 

		2018								2017
		Carrying				Fair				Carrying				Fair
		Value				Value				Value				Value
Cash			11				11				644				644
Accounts payable and accrued liabilities			41,181				41,181				36,118				36,118
Loan payable to director			156,169				156,169				149,716				149,716
Loan payable to related party			540,000				540,000				540,000				540,000

 

Cash has been measured using Level 1 of the fair value hierarchy. Accounts payable and accrued liabilities, loans payable to related party and director have been measured using Level 3 of the fair value hierarchy.

 

d)	Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely.

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

Net operating loss carry-forwards and other deferred tax assets are reviewed annually for recoverability, and, if necessary, are recorded net of a valuation allowance.

 

e)	Comprehensive loss

 

Comprehensive loss includes all changes in equity during a period from non-owner sources.

 

f)	Intangible Assets

 

Intangible assets include the technology licenses which are amortized over the estimated useful life of 10 years on a straight- line basis. However, since these licenses were previously written down to a nominal value, no amortization was recognized during the period for accounting purposes.

 

g)	Loss per share

 

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive). As of September 30, 2018, there were no common stock equivalents.

 

h)	Stock-Based Compensation

 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees using the estimated fair market value of the consideration received or 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. As of September 30, 2018, the unrecognized expense related to stock-based compensation, and stock -based compensation expense relating to all employees and non-employees were $nil and $nil for the 6-month periods ended September 30, 2018 and 2017 respectively.

 

i)	Foreign Currency

 

The parent Company maintains its books and records in U.S. dollars which is its functional and reporting currency. One of the Company’s operating subsidiary is a foreign private company and maintains its books in Canadian dollars (the functional currency). The subsidiary’s financial statements are converted to US dollars for consolidation purposes. The translation method used is the current rate method, where the functional currency of the subsidiary is the foreign currency. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity is translated at historical rates and revenues and expenses are translated at average rates for the year. Due to the dormant status of the wholly owned subsidiary, there have been no adjustments for the past years.

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

 

j) Non-controlling Interest

 

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the Company’s equity.

 

k) Recent Accounting Pronouncements

 

FASB ASU 2017-11 “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815)” - In July 2017, the FASB issued 2017-11. The guidance eliminates the requirement to consider “down round” features when determining whether certain equity-linked financial instruments or embedded features are indexed to an entity’s own stock. Our warrants issued with our convertible notes are treated as derivative instruments, because they include a “down round” feature. The ASU is effective for annual periods beginning after December 15, 2018, and for interim periods within those years, with early adoption permitted. Early adoption of this guidance could have a significant impact on our financial statements, as it would effectively eliminate the warrant derivative liability and the gain or loss from changes in the fair value of the warrant derivative liability. We do not expect this ASU to have a significant impact on our consolidated financial statements and related disclosures.

 

FASB ASU 2017-09 “Scope of Modification Accounting (Topic 718)” - In May 2017, the FASB issued 2017-09. The guidance clarifies the accounting for when the terms of a share-based award are modified. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years, with early adoption permitted. This new guidance would only impact our consolidated financial statements if, in the future, we modified the terms of any of our share-based awards.

 

FASB ASU2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.118” – In March 2018, the amendments provide guidance on when to record and disclose provisional amounts for certain income tax effects of the Tax Cuts and Jobs Act, and also require any provisional amounts or subsequent adjustments to be included in net income. Additionally, ASU 2018-05 discusses required disclosures that an entity must make with regard to the Tax Reform Act. ASU2018-05 is effective immediately as new information is available to adjust provisional amounts that were previously recorded. We do not expect this ASU to have a significant impact on our consolidated financial statements and related disclosures.

 

4. LICENSES FOR TECHNOLOGY

 

Licenses are recorded at carrying amount. No amortization was recorded during the year.

 

		2018				2018				2017
		Cost				Net Book Value				Net Book Value
		$				$				$
North American
Technology License			100				100				100
Indian Technology			100				100				100
License			200				200				200

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

5. LOAN PAYABLE TO RELATED PARTY

 

On March 22, 2010, the Company acquired an exclusive territorial 25-year Supplemental Wind Energy Generator (“SWEG”) Technology license for the Republic of India (“India”), from Boreas. The stockholders of Boreas hold a controlling interest in the Company through their controlling interest in First National Energy Corporation. 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 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, the Pavana subsidiary 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.

 

On October 28, 2016, Boreas assigned its loan receivable due from the Company to one of the Company’s shareholders. The amount previously owed by the Company to Boreas is now owed to a shareholder of the Company. The loan to shareholder is non-interest bearing, is due on demand, and has no security or conversion features.

 

6. CAPITAL STOCK

 

a) Authorized

 

300,000,000 Common shares, $0.001 per value

 

b) Issued

 

100,225,228 Common shares (2017: 100,195,228 Common shares) valued at $100,125 (2017: $100,195)

 

7. INTANGIBLE ASSET

 

Effective February 5, 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, Intangibles-Goodwill and Other which states that an intangible asset that is acquired either individually or with a group of other assets shall be initially measured based on its fair value. As there is no active market and the future cash flows and economic viability of this intellectual property are uncertain and cannot be measured reliably, no value was assigned to the technology.

 

The future compensation to Serge Bolotov consists of:

 

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

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

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 the date the memorandum of understanding was accepted as a final agreement on February 5^th, 2016, Serge Bolotov will have the right, but not the obligation, to purchase all unused assets, following ten days written notice to the Company or a related or assigned party for the amount of US $5,000.

 

8. LOAN PAYABLE TO DIRECTOR AND 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.

 

A director of the Company has advanced monies to the Company to pay certain expenses. The advances are non-interest bearing and is due on demand. The amount owing to the director was $156,169 ($149,716 in 2017).

 

9. SEGMENT DISCLOSURE

 

The Company, after reviewing its reporting systems, has determined that it has one 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.

 

10. COMMITMENT AND CONTINGENCIES

 

a)	Pursuant to Note 1 (c), under the Technology License purchased by Pavana, the Company has a commitment for royalties at 5% of earnings before interest, taxes, depreciation and amortization (“EBITDA”) derived by Pavana using this technology.
b)	Pursuant to the purchase of intellectual property from Serge Bolotov (the “vendor”), the Company has the following commitments related to the purchase:

 

	i.	As consideration for the transaction, the vendor shall be paid 10% of the profits realized by the Company or a related or assigned party and a signing bonus of $1,000,000 to be derived from 11% of the initial profits from the intellectual property.
	ii.	Following completion of sufficient funding of the Company or related or assigned party, the following shall occur: the vendor will be paid the sum of $8,000 CAD per month in cash or shares, as long as the vendor is needed as a consultant with the Company or a related or assigned party. The Company or related or assigned party will provide research and development facility with support staff.
	iii.	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 the vendor 100,000 common shares as compensation for his Board of Director appointment and Director services. As at September 30, 2018 the vendor has not yet been appointed to the Board.

 

 

FIRST NATIONAL ENERGY CORPORATION

Notes to Interim Consolidated Financial Statements

September 30, 2018

(Amounts expressed in US Dollars)

 

	Effective February 1, 2016, the Company executed an agreement with legal counsel to pay a monthly fee of $2,500 commencing February 1, 2016 with respect to legal matters of securities regulation, private placements, corporate governance, and related matters in connection with the Company. The two parties reserve the right to terminate or withdraw from the agreement at any time. At the time of filing, the Company is delinquent in their payments.
d)	Pursuant to Note 1 (b), under the Technology License and Stock Purchase Agreement signed with Boreas, the Company agreed to pay certain future royalties to Boreas from net future revenues realized by the Company from the technology license.

 

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 and the Company may consider share buybacks and share issuances as other strategies. No share buybacks have occurred or are currently contemplated. Debt capital is managed considering the requirement to secure liquidity and the capability to refinance maturing debt.

 

On September 30, 2018 the Company had no interest-bearing debt.

 

12. FINANCIAL INSTRUMENTS

 

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them.

 

Foreign exchange risk:

 

The Company’s subsidiary conducts its activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar. The Company has no exposure to this given its limited activity and assets through the year.

 

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, 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. The Company continues to pursue potential investees.

 

13. 2017 OMNIBUS EQUITY COMPENSATION PLAN

 

In February 2017, the Company adopted the 2017 Omnibus Equity Compensation Plan. 5,000,000 shares of common stock were reserved pursuant to the Omnibus Equity Compensation Plan. As at September 30, 2018, the Company has issued 30,000 shares of common stock under this plan.

 

 

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, 2017 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, 2017.

 

 

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 refer to First National Energy Corporation and its subsidiaries.

 

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 September 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

 

The Company has imported into Canada two units. One of the units has been erected on a potential client’s site in an urbanized setting. The unit was monitored for over 9 months, including last winter and found to be functioning exactly as described. Changes to the installation routine and location vis-a-vis the unit accepting the power and the battery pack have all been codified and the next installation will power up far quicker.

 

The second unit imported is available for inspection at the Company compound. Other prospective clients have had their engineers visit the site.

 

The Company has been working with a number of potential clients, designing the business model that will include revenue streams beyond simply providing green power. The avenue that is being studied closely is the provision of an advertising medium that are strategically placed and will allow the landlord to display advertising content that is usually confined to the indoors. Other revenue streams are also being studied, but the focus is on applications that will benefit from stand-alone power sources in non-typical locations.

 

Discussions on funding operations as well as debt arrangements for floor plan sales to clients is ongoing. 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

 

Nine Months Ended September 30, 2018, compared to the nine months ended September 30, 2017

 

Assets

 

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

 

Revenues

 

We did not generate any operating revenues in the nine months ended September 30, 2018.

 

Costs and Expenses

 

Amortization of Acquired Technology

 

There was no amortization of our technology assets during the nine or three months ended September 30, 2018, as compared to $-0- during the comparable period in 2017.

 

General and Administrative

 

Operating expenses increased to $27,149 during the nine months ended September 30, 2018, as compared to $24,240 during the comparable period in 2017. Operating expenses for the three months ended September 30, 2018 were $5,896 compared to $904 for the comparable period in 2017.

 

Liquidity and Capital Resources

 

Cash was $11 at September 30, 2018, compared to $644 at December 31, 2017.

 

Our Company is a development stage company and has not generated any operating revenues as of September 30, 2018. 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, 2018. At our Company’s present level of activities, our Company’s cash is considered insufficient and this draws a substantial doubt as to our 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.

 

 

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 September 30, 2018, 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 September 30, 2018, 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 September 30, 2018.

 

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.

 

	101 INS	XBRL Instance Document
	101 SCH	XBRL Taxonomy Extension Schema Document
	101 CAL	XBRL Taxonomy Calculation Linkbase Document
	101 DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101 LAB	XBRL Taxonomy Labels Linkbase Document
	101 PRE	XBRL Taxonomy Presentation Linkbase Document

 

* 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: December 11, 2018	/s/ Gregory Sheller
	Gregory Sheller, Chief Executive Officer
Dated: December 11, 2018	/s/ Peter Wanner
	Peter Wanner, Chief Financial Officer